Common use of Annual Bonus Clause in Contracts

Annual Bonus. During the Term, Employee shall be eligible to receive an annual performance bonus payment (a “Performance Bonus”) for each calendar year pursuant to an annual cash performance bonus program (the “Bonus Plan”). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 100% of Employee’s annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5.

Annual Bonus. During For each calendar year during the TermTerm of Employment, Employee the Executive shall be eligible to participate in such bonus programs as are available to senior executives of the Company, including as further described in this Section 4(b) with regard to the 2006-2009 calendar years. During the 2006 calendar year the Executive shall continue to participate in the annual incentive plan in which he participates immediately prior to the date of this Agreement and, with respect to the 2006 calendar year, he shall receive an actual bonus which shall be no less than his target bonus. Thereafter, the aggregate targeted payout level for achievement of the Executive’s annual incentive performance objectives shall be no less than sixty percent (60%) of the Executive’s Annual Base Salary for such calendar year, with the maximum payout being twice such percentage of the Executive’s Annual Base Salary and a minimum payment of zero percent (0%) of the Executive’s Annual Base Salary. During 2007 through 2009 calendar years, the terms and conditions of such bonus payment (a “Performance Bonus”) for each calendar year pursuant to an annual cash performance bonus program opportunities shall be established by the Group Executive Director of Parent International (the “Bonus PlanGroup Executive Officer”). Pursuant to ) in good faith in consultation with the terms Chief Executive Officer in a manner such that seventy percent (70%) of the Bonus Plan, each annual Performance Bonus performance targets shall be payable based on business measures (including, without limitation, financial, customer and employee key performance indicators and delivery of integration synergies), and thirty percent (30%) of the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 100% of Employee’s annual Base Salary in effect based on the last day of the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretionpersonal performance measures. For each calendar yearExcept as otherwise expressly provided herein, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy the requirements of Section 409A Executive’s annual bonus (including, without limitation, determination of the Internal Revenue Code level of 1986, as amended (achievement of business and personal performance targets) shall be determined in the “Code”)good faith discretion of the Group Executive Director; provided that such targets set for payment shall be determined by the Group Executive Director in consultation with the Chief Executive Officer. Except as otherwise provided No bonus payment shall be required to be made with respect to a calendar year in Section 5, any Performance Bonus that Employee becomes entitled which the Executive is not employed on the payment date or with respect to receive (as a result of calendar year in which the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar yearare not met, except as otherwise provided in Section 5herein. Each such annual bonus which becomes payable (the “Annual Bonus”) shall be paid no later than seventy-four (74) days after the calendar year for which the Annual Bonus is awarded.

Annual Bonus. During the Term, Employee shall be eligible to receive an annual performance bonus payment (a “Performance Bonus”) for each calendar year pursuant to an annual cash performance bonus program (the “Bonus Plan”). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 10080% of Employee’s annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 10080% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) and the Employee will mutually determine and will establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through on the last day of the calendar year, except as otherwise provided in Section 5.

Annual Bonus. During For fiscal year 1997 (ending January 31, 1998) and for each fiscal year that begins during the TermEmployment Period (each such fiscal year, Employee a "Bonus Year"), Executive shall be eligible entitled to receive an annual a bonus of 40% of Base Salary (each, a "Bonus") conditioned upon the satisfaction of (a) Company performance bonus payment goals established by the Compensation Committee of the Board of Directors of the Company (a “Performance Bonus”the "Committee") for such Bonus Year and (b) personal performance goals submitted by the Executive to, and approved by, the Company and the Committee for such Bonus Year. Company and personal performance goals are herein referred to collectively as the "Performance Goals". In the event the Performance Goals for any Bonus Year are not fully satisfied, the Committee shall have the right, but not the obligation, to grant a partial Bonus for such Bonus Year. The Performance Goals for each calendar year pursuant to an annual cash performance bonus program (Bonus Year shall be established as soon as possible following the “beginning of such Bonus Plan”)Year. Pursuant to the terms of the The Bonus Plan, each annual Performance earned for any Bonus Year shall be payable based on promptly following the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 100% of Employee’s annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee determination thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 90 days following the end of each Bonus Year. If (a) the Employment Period shall expire or terminate and (b) Employee is entitled to payment of a bonus pursuant to Section 6 hereof, the Bonus payable for the Bonus Year in which the Employment Period terminates or expires shall equal the Bonus that would have been paid had the Employment Period not so terminated or expired, multiplied by a fraction, the numerator of which shall be the number of days of the calendar year following Employment Period within the calendar year to Bonus Year and the denominator of which such Performance Bonus relatesshall be 365. For the purposes of claritydetermining the amount of Bonus payable pursuant to the immediately preceding sentence, it shall be assumed that all conditions to payment based upon performance by the reference Executive (e.g. personal performance goals) have been satisfied. Notwithstanding anything to the contrary contained herein or in the preceding sentence Employer's Bonus Plan, in the event (y) the Employment Period shall end for any reason whatsoever on a day prior to payment to Executive of a Performance Bonus being deemed “earned” on for the last day of full Bonus Year contained within the calendar year applies Employment Period, and (z) Executive would have been entitled to receive a calendar year Bonus for which Employee is employed through such last full Bonus Year had the Employment Period not ended - then, Employer shall pay to Executive the Bonus for such last day of full Bonus Year as and when such Bonus would have been paid had the calendar year, except as otherwise provided in Section 5Employment Period not ended.

Annual Bonus. During the Term, Employee shall be eligible to receive an annual performance bonus payment (a “Performance Bonus”) for each calendar year pursuant to an annual cash performance bonus program (the “Bonus Plan”). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 100120% of Employee’s annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100120% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5.

Annual Bonus. During With respect to each calendar year that ends during the Term, Employee the Executive shall be eligible to receive an annual performance cash bonus payment (a “Performance Bonus”) for each calendar year pursuant to an annual cash performance bonus program (the “Bonus PlanAnnual Bonus”). Pursuant to , prorated for the terms first calendar year of the Term, ranging from zero to two hundred percent (200%) of the Annual Base Salary, with a target Annual Bonus Planequal to one hundred percent (100%) of the Annual Base Salary, each annual Performance which target Annual Bonus shall be payable based on subject to review and upward, but not downward without Executive’s written consent, adjustment by the achievement of reasonable performance targets established Compensation Committee in accordance herewith, and for its sole discretion each calendar year Employee’s target Performance Bonus shall be equal to 100% of Employee’s annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Annual Bonus”); provided, that based upon annual performance targets (the percentage “Performance Targets”) established by the Compensation Committee in its sole discretion. The amount of Employee’s annual Base Salary that applies for purposes the Annual Bonus shall be based upon attainment of determining Employee’s Target the Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) Targets, as determined by the Board (or a designated any authorized committee thereofof the Board) in its sole discretion. For each calendar year, Each such Annual Bonus shall be payable on such date as is determined by the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar yearBoard, but in no any event later than on or prior to March 15 of the calendar year immediately following the calendar year with respect to which such Performance Annual Bonus relates. For purposes Notwithstanding the foregoing, no bonus shall be payable with respect to any calendar year unless the Executive remains continuously employed with the Company during the period beginning on the Effective Date and ending on December 31 of claritysuch year; provided that if the Executive’s employment is terminated pursuant to Section 4(a)(i), (ii), (iv), (v) or (vii), the reference in Company shall pay to the preceding sentence Executive a prorated Annual Bonus with respect to a Performance Bonus being deemed “earned” on the last day of the calendar year applies in which the Date of Termination occurs equal to a the Target Annual Bonus for such calendar year for multiplied by a fraction, the numerator of which Employee is the number of calendar days during such calendar year that the Executive was continuously employed through by the last day Company and the denominator of which is 365 (the “Prorated Termination Bonus”); provided further that, in the case of a termination pursuant to Section 4(a)(ii), (iv), (v) or (vii), no portion of the calendar year, except as otherwise provided Prorated Termination Bonus shall be paid unless the Executive timely executes the Release and does not revoke the Release within the time periods set forth in Section 55(b)(ii).

Annual Bonus. During the TermEmployment Period, Employee shall be eligible to receive an annual performance bonus payment (a “Performance Bonus”) for each calendar year pursuant to an annual cash performance bonus program (the “Bonus Plan”). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 100% or such greater percentage as is determined by the Compensation Committee (the “Target Performance Bonus Percentage”) of Employee’s annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Bonus”)year; provided, however, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus Percentage for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) Compensation Committee in its discretion. For each calendar year, the Board (or a designated committee thereof) Compensation Committee will determine and establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to be exempt from or to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 56, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 56.

Annual Bonus. During the Term, Employee shall be eligible to receive an annual performance bonus payment (a “Performance Bonus”) for each calendar year pursuant to an annual cash performance bonus program (the “Bonus Plan”). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 100% or such greater percentage as is determined by the Board (or a designated committee thereof), (the “Target Performance Bonus Percentage”) of Employee’s annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Bonus”)year; provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus Percentage for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5.

Annual Bonus. During For (A) the Termstub fiscal year beginning with the IPO Date and ending December 31, Employee 2010, (B) each fiscal year of the Company thereafter ending during the Employment Period and (C) the stub fiscal year of the Company during which the Employment Period expires pursuant to the terms hereof, the Executive shall be eligible to receive an annual performance cash bonus payment (a an “Performance Annual Bonus”) for each calendar year pursuant based upon performance targets that are established in good faith by the Committee, provided that, the Executive’s target Annual Bonus shall be equal to an annual cash performance bonus program 200% of his Annual Base Salary (the “Target Bonus”) and the Executive’s threshold Annual Bonus Plan”). Pursuant to (it being understood that such threshold amount will be paid upon achievement of a specified level of performance during the terms applicable fiscal year of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, Company and for each calendar year Employee’s target Performance Bonus is not intended as a minimum bonus) shall be equal to 100% of Employee’s annual his Annual Base Salary. The Parties acknowledge and agree that, for purposes of the immediately preceding sentence, Annual Base Salary shall be equal to $750,000 without proration for the initial fiscal year of the Employment Period, notwithstanding that such initial fiscal year may be less than a full fiscal year. Notwithstanding the preceding reference in effect on this paragraph to an annual cash bonus, the last Parties agree that the Company may pay a portion of each Annual Bonus in the form of Company restricted stock or restricted stock units subject to vesting conditions and restrictive covenants that are no more restrictive (or more extensive in time) than the restrictive covenants set forth in Sections 7(a)-(e) of this Agreement. Such equity portion of the Annual Bonus shall be determined by the Committee, but (A) in the case of Annual Bonuses for the first three fiscal years of the Company ending during the Employment Period (including the stub fiscal period beginning with the IPO Date and ending December 31, 2010), shall not exceed the amount by which the applicable Annual Bonus exceeds the Target Bonus for such year, and in the case of Annual Bonuses for each fiscal year of the Company thereafter, shall not exceed 75% of the amount by which the applicable Annual Bonus exceeds $1,000,000, and (B) shall include a solely time-based vesting schedule which shall also provide for (1) vesting in full upon the Executive’s termination of employment by the Company without Cause or for Disability, by the Executive for Good Reason or as a result of the Executive’s death and (2) as determined by the Committee, either (x) immediate vesting or (y) continued vesting in accordance with the originally scheduled vesting terms of such awards, subject (with respect to clause (y)) to the Executive’s continued compliance through the applicable vesting date (except, for the avoidance of doubt, to the extent that the applicable compliance period earlier expires) with the provisions of Section 7(a)-(e) hereof (other than an immaterial breach of Sections 7(a) and 7(b)), if the Executive’s employment is terminated as a result of the Company’s previous delivery to the Executive of the written notice contemplated by Section 2 hereof (such termination, a “Company Nonrenewal”), in each case unless the Executive agrees otherwise. The cash portion of any earned Annual Bonus for a fiscal year shall be paid to the Executive no later than the 15th day of the applicable third month following the close of such fiscal year, or the calendar year (where applicable, unless the “Target Performance Bonus”); provided, Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy meets the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5.

Annual Bonus. During the Term, Employee shall be eligible to receive an annual performance bonus payment (a “Performance Bonus”) for each calendar year pursuant to an annual cash performance bonus program (the “Bonus Plan”). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 10080% of Employee’s annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 10080% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5.

Annual Bonus. During the Term, Employee The Employer under direction of its Board may pay or cause to be paid to Executive such bonus as it from time to time determines appropriate. Any such bonus shall be eligible paid at such time or times and in such manner as the Employer under direction of its Board and Executive jointly agree; provided, however, that Executive shall not be entitled to receive any such bonus if Executive is not employed by the Employer on the date such bonus is payable; and provided that the bonus for any year shall be paid by a date no later than that allowing Executive to defer the payment into a non- qualified deferred compensation arrangement if Executive so elects. Long-term performance based incentive pay 8. Long-Term Performance-Based Incentive Pay. Executive shall be entitled to an annual performance performance-based cash incentive bonus payment in an amount up to percent of the Base Salary (a the “Performance BonusLong- Term Incentive Pay”) ). The Bonus shall be earned and paid in accordance with the Employer’s performance-based incentive compensation plan (the “Incentive Plan”). Under the Incentive Plan, for each consecutive three-year-calendar period beginning with the 20 calendar as the initial year and continuing for each calendar year pursuant beginning after the initial (each a “Performance Period”), the Board or, if the Board so directs, its Compensation Committee shall establish in writing objective performance criteria or goals to an annual cash performance bonus program be achieved by Executive for that Performance Period (the “Bonus PlanPerformance Goals”) and "circuit breakers" which if they occur will result in stop in crediting or payment for that Performance Period (the "Circuit Breakers"). Pursuant to The Performance Goals and Circuit Breakers shall be based upon the terms performance measures set forth in the Incentive Plan. A copy of the Bonus Plan, each annual Performance Bonus Goals and Circuit Breakers as so established shall be payable based on provided to Executive. After the completion of each Performance Year, the Board or, if so directed, the Compensation Committee shall review the achievement of reasonable performance targets established in accordance herewith, the Performance Goals by Executive or occurrence of any Circuit Breaker and for each calendar year Employee’s target Performance Bonus shall be equal make a determination as to 100% of Employee’s annual Base Salary in effect on the last day amount of the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage Long-Term Incentive Pay earned by Executive based upon Executive’s achievement of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relatesGoals subject to occurrence of any Circuit Break. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5.The

Annual Bonus. During For fiscal year 1994 (ending January 28, 1995) and for each fiscal year that begins during the TermEmployment Period (each such fiscal year, Employee a "Bonus Year"), Executive shall be eligible entitled to receive an annual performance a bonus payment of 75% of Base Salary (each, a “"Performance Bonus”") conditioned upon the satisfaction of (a) Company performance goals established by the Committee for such Bonus Year and (b) personal performance goals submitted by the Executive to, and approved by, the Company and the Committee for such Bonus Year. Company and personal performance goals are herein referred to collectively as the "Performance Goals". In the event the Performance Goals for any Bonus Year are not fully satisfied, the Committee shall have the right, but not the obligation, to grant a partial Performance Bonus for such Bonus Year. The Performance Goals for each calendar year pursuant Bonus Year shall be established as soon as possible following the beginning of such Bonus Year. In addition, the Committee may grant a discretionary bonus of up to an annual cash 25% of Base Salary for each Bonus Year (each, a "Discretionary Bonus") in the event the Committee, acting in its sole discretion, determines that payment thereof is warranted by extraordinary performance bonus program (the “Bonus Plan”)by Executive. Pursuant to the terms of the Bonus Plan, each annual The Performance Bonus and the Discretionary Bonus are herein referred to collectively as the "Bonus". The Bonus earned for any Bonus Year shall be payable based on promptly following the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 100% of Employee’s annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee determination thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 90 days following the end of each Bonus Year. If (a) the Employment Period shall expire or terminate and (b) Employee is entitled to payment of a bonus pursuant to Section 6 hereof, the Bonus payable for the Bonus Year in which the Employment Period terminates or expires shall equal the Bonus that would have been paid had the Employment Period not so terminated or expired, multiplied by a fraction, the numerator of which shall be the number of days of the calendar year following Employment Period within the calendar year to Bonus Year and the denominator of which such Performance Bonus relatesshall be 365. For the purposes of claritydetermining the amount of Bonus payable pursuant to the immediately preceding sentence, it shall be assumed that all conditions to payment based upon performance by the reference Executive (e.g. personal performance goals) have been satisfied; provided that nothing herein shall be deemed to require payment of a Discretionary Bonus. Notwithstanding anything to the contrary contained herein or in the preceding sentence Employer's Bonus Plan, in the event (y) the Employment Period shall end for any reason whatsoever on a day prior to payment to Executive of a Performance Bonus being deemed “earned” on for the last day of full Bonus Year contained within the calendar year applies Employment Period, and (z) Executive would have been entitled to receive a calendar year Bonus for which Employee is employed through such last full Bonus Year had the Employment Period not ended - then, Employer shall pay to Executive the Bonus for such last day of full Bonus Year as and when such Bonus would have been paid had the calendar year, except as otherwise provided in Section 5Employment Period not ended.

Annual Bonus. During the Employment Term, the Employee shall be eligible to receive an annual performance discretionary incentive payment under the Company’s annual bonus payment (a “Performance Bonus”) for each calendar year pursuant plan as may be in effect from time to an annual cash performance bonus program time (the “Bonus Plan”). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 100% of Employee’s annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Annual Bonus”); provided, that the percentage based on a target bonus opportunity of Employee’s annual Base Salary that applies for purposes 150% of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) Base Salary and a maximum bonus opportunity of 200% of the Employee’s Base Salary, upon the attainment of one or more pre-established performance goals established by the Board (or a designated committee thereof) in its sole discretion. For each It is expected that such performance criteria will be based on both financial and non-financial goals, will be set in consultation with the Employee, and may be set at any point during the calendar year, year (it being intended that such criteria will be established during the Company’s annual budgeting process). The Board (or a designated committee thereof) will determine and establish in writing (i) shall reserve the right to adjust the applicable performance targetscriteria during the calendar year (it being understood that any such adjustment shall only be implemented, (ii) if, in the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage reasonable judgment of the target annual performance Board, it is achieveddetermined to be necessary to adapt to changing circumstances, and (iii) such other not with the intention of increasing the difficulty of achieving the applicable terms and conditions performance criteria). The Company expects that the Board will formally review performance at least annually in consultation with the Employee. The Employee’s Annual Bonus for a calendar year shall be determined by the Board after the end of the Bonus Plan necessary to satisfy applicable calendar year based on the requirements level of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result achievement of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates criteria, and will shall be paid to the Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Annual Bonus relatesrelates at the same time annual bonuses are paid to other senior executives of the Company, subject to continued employment at the time of payment. For purposes of clarityNotwithstanding the foregoing, the reference Employee shall be entitled to receive a guaranteed minimum Annual Bonus for calendar year 2011 in an amount equal to $400,000, payable in 2012 at the preceding sentence same time annual bonuses are paid to a Performance Bonus being deemed “earned” on the last day other senior executives of the calendar year applies Company, subject to a calendar year for which Employee is employed through continued employment at the last day time of the calendar year, payment (except as otherwise provided in Section 57(d) hereof) (the “Guaranteed 2011 Bonus”).

Annual Bonus. During the Term, Employee The Executive shall be eligible to receive an participate in the Company’s annual bonus programs as shall be in effect from time to time (the “Bonus Programs”), to the extent implemented under the Revlon Executive Incentive Compensation Plan or such successor plan as shall be in effect from time to time (the “Incentive Compensation Plan”), with target bonus eligibility of 100% of Base Salary for achieving performance objectives set by the Compensation Committee or its designee in reasonable consultation with the Executive, subject to the terms and conditions of such Bonus Programs and the Incentive Compensation Plan; provided that notwithstanding anything to the contrary contained in the Bonus Programs or the Incentive Compensation Plan, such bonus payment shall have a maximum annual payout of 200% of Base Salary (a the “Performance Maximum Annual Bonus”). In the event that the Executive’s employment shall terminate pursuant to Section 4.1, 4.2 or 4.3 during any calendar year, the Executive’s bonus with respect to the year during which such termination occurs shall be pro-rated (the “Pro-Rated Bonus”) for each calendar the actual number of days of active employment during such year pursuant to an annual cash performance bonus program (the “Bonus Plan”). Pursuant to the terms of the Bonus Plan, each annual Performance and such Pro-Rated Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 100% of Employee’s annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) if and to the applicable performance targetsextent bonuses are payable to executives under the Bonus Programs for that year based upon achievement of the objectives set for that year and not including any discretionary bonus amounts which may otherwise be payable to other executives despite non-achievement of bonus objectives for such year, and (ii) on the percentage of annualized Base Salary date bonuses would otherwise be payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of executives under the Bonus Plan necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar yearPrograms, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus the bonus relates. For purposes of clarity, the reference Notwithstanding anything herein or contained in the preceding sentence Bonus Programs and/or Incentive Compensation Plan to a Performance Bonus being deemed “earned” on the last day of contrary, in the calendar year applies event that the Executive’s employment shall terminate pursuant to a calendar year for which Employee is employed through the last day of the Section 4.1, 4.2 or 4.3 during any calendar year, except the Executive shall be entitled to receive the Executive’s bonus (if not already paid) with respect to the year immediately preceding the year of termination (if bonuses with respect to such year are payable to other executives based upon achievement of bonus objectives, and not based upon discretionary amounts which may be paid to other executives despite non-achievement of bonus objectives) as and when such bonuses would otherwise provided in Section 5be payable to executives under the Bonus Programs despite the fact that the Executive may not be actively employed on such date of payment (the “Prior Year Bonus”).

Annual Bonus. During For each full calendar year ending during the TermEmployment Period (which, Employee for these purposes, will be deemed to have commenced on January 1, 2010) and, to the extent expressly provided in Section 6, any partial year ending during the Employment Period, if the Company and Executive attain 100% of the performance objectives (“Performance Targets”) established by the Committee (and reasonably acceptable to Executive) for such calendar year and, except to the extent provided in Section 6, Executive is continuously employed by the Company hereunder until the date for payment of annual executive bonuses for such calendar year, Executive shall be eligible to receive an annual performance bonus payment for such year. During the Employment Period, the Committee may review the Target Bonus (as defined below), and may increase, but not decrease, such Target Bonus as it determines, in its sole discretion and shall also increase the Target Bonus as provided in Section 3.a.iii. In addition, in the event that the Performance Targets for a calendar year have not been proposed by March 1 of such year, then the Company’s operational plan for such calendar year shall be treated as the Performance Targets for such year. With respect to the 2010 calendar year, Executive will have a target bonus (the “Performance 2010 Target Bonus”) for each of $1,100,000, and with respect to the 2011 calendar year pursuant to an annual cash performance bonus program (the “Bonus Plan”). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s thereafter during the Employment Period, Executive will have a target Performance Bonus shall be equal to 100% bonus of Employee’s annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Bonus”); provided) of $1,600,000, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretionaccordance with Section 3.a.iii. For each calendar year of the Employment Period (including 2010), within 60 days of the beginning of a given year, the Board (or a designated committee thereof) will Committee and Executive shall determine and establish in writing agree upon (i) the Performance Targets for the applicable performance targets, year; (ii) the minimum percentage of annualized Base Salary weighted average Performance Targets established which must be achieved for any bonus to be payable with respect to Employee if some lesser or greater percentage of the target annual performance is achieved, a given calendar year; and (iii) the maximum Target Bonus payable for performance at or above a certain maximum weighted average Performance Targets; and (iv) the interpolation scale for performance in excess of, or below, the Performance Targets subject to the minimum and maximum thresholds set forth for such other applicable terms and conditions of the Bonus Plan necessary year. Any bonus that becomes payable under this subsection 3.a.ii shall be paid to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned Executive on the last day later of (x) February 1 of the calendar year to following the calendar year for which such bonus relates is payable and will be paid to Employee (y) as soon as administratively feasible reasonably practicable following preparation delivery to the Board of the Company’s unaudited audited financial statements of the Company for the applicable such calendar year, but in no event later than March 15 1 of the calendar year following the calendar year to for which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee bonus is employed through the last day of the calendar year, except as otherwise provided in Section 5payable.

Annual Bonus. During (i) The Board’s compensation committee (the Term, Employee “Compensation Committee”) shall be eligible review Executive’s performance at least annually following each calendar year of the Employment Period and cause the Company to receive an annual performance award Executive such bonus payment (a “Performance Bonus”) as the Compensation Committee shall reasonably determine as fairly compensating and rewarding Executive for services rendered to the Company and/or as an incentive for continued service to the Company. Subject to the following sentence of this Section 5(b)(i), the amount of Executive’s Bonus shall be determined in the sole and absolute discretion of the Compensation Committee and shall depend on, among other things, the Company’s achievement of certain performance levels established from time to time by the Compensation Committee (such performance levels, as from time to time established by the Compensation Committee, the “Performance Levels”), which may (in the sole and absolute discretion of the Compensation Committee) include, without limitation, growth of earnings, funds from operations per share of Company stock, earnings per share of Company stock and Executive’s performance and contribution to increasing the funds from operations. It is anticipated that the Performance Levels will be set for each calendar year pursuant to an annual cash performance bonus program (the “Bonus Plan”). Pursuant to the terms of the Employment Period so that Executive can reasonably be expected to earn a Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and for each such calendar year Employee’s target Performance Bonus shall be in an amount equal to 100% of Employee’s annual the Base Salary in effect on the last day of the applicable for such calendar year (the “Target Performance BonusBonus Target”); provided, provided that the percentage of Employee’s Company shall pay to Executive an annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but 2014 of no less than $850,000 reduced pro rata based on the portion of 2014 during which Executive was not decreased without the Employee’s written consent) employed by the Board Company. Any Bonus payable to Executive as contemplated by this Section 5(b) shall be payable fifty percent (or a designated committee thereof50%) in its discretion. For each calendar year, the Board cash and fifty percent (or a designated committee thereof50%) will determine and establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation shares of the Company’s unaudited financial statements restricted stock, with such shares to be valued for such purposes at a price per share equal to the applicable calendar yearMarket Value (as defined in Exhibit A attached hereto) of a share of the Company’s common stock determined as of the date on which the amount of such Bonus is determined by the Compensation Committee (such date, but the “Bonus Grant Date”) and which shares shall vest in no event later than equal portions on the first, second and third year anniversaries of the Bonus Grant Date, subject to Executive then being employed by the Company hereunder or to such other conditions as may apply hereunder. The restricted stock portion of the Bonus is referred to in this Agreement as the “Bonus Award Restricted Stock.” Each award of Bonus Award Restricted Stock shall be subject to an equity compensation plan of the Company and shall be subject to Executive’s execution of a standard Company restricted stock agreement consistent with the terms of this subsection. The Company shall pay the cash portion of any Bonus to Executive on or before March 15 15th of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5.

Annual Bonus. During For fiscal year 2009 (ending January 30, 2010) and for each other fiscal year that begins during the TermEmployment Period (each such fiscal year, Employee a “Bonus Year”), Executive shall be eligible to receive an annual performance a bonus payment of up to 65% of Base Salary (each, a “Performance Bonus”) for each calendar year pursuant to an annual cash conditioned upon the satisfaction of (a) Company performance bonus program goals established by the Compensation Committee of the Board of Directors of the Company (the “Committee”) for such Bonus PlanYear and (b) personal performance goals approved by the Chief Executive Officer and the Committee for such Bonus Year. Company and personal performance goals are herein referred to collectively as the “Performance Goals”). Pursuant to The Performance Goals for each Bonus Year shall be established as soon as possible following the terms beginning of the such Bonus Plan, each annual Performance Year. The Bonus earned for any Bonus Year shall be payable based on promptly following the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 100% of Employee’s annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee determination thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 90 days following the end of each Bonus Year. If (a) the Employment Period shall expire or terminate and (b) Employee is entitled to payment of a bonus pursuant to Section 5 hereof, the Bonus payable for the Bonus Year in which the Employment Period terminates or expires shall equal the Bonus that would have been paid had the Employment Period not so terminated or expired, multiplied by a fraction, the numerator of which shall be the number of days of the calendar year following Employment Period within the calendar year to Bonus Year and the denominator of which such Performance Bonus relatesshall be 365. For the purposes of claritydetermining the amount of Bonus payable pursuant to the immediately preceding sentence, it shall be assumed that all conditions to payment based upon performance by the reference Executive (e.g. personal performance goals) have been satisfied. Notwithstanding anything to the contrary contained herein or in the preceding sentence Employer’s Bonus Plan, in the event (y) the Employment Period shall end for any reason whatsoever on a day prior to payment to Executive of a Performance Bonus being deemed “earned” on for the last day of full Bonus Year contained within the calendar year applies Employment Period, and (z) Executive would have been entitled to receive a calendar year Bonus for which Employee is employed through such last full Bonus Year had the Employment Period not ended — then, Employer shall pay to Executive the Bonus for such last day of full Bonus Year as and when such Bonus would have been paid had the calendar year, except as otherwise provided in Section 5Employment Period not ended.

Annual Bonus. During In addition to the Base Salary, during the Term, Employee shall participate in the CyrusOne annual incentive bonus program, under which Employee will be eligible to receive an annual performance bonus payment (a “Performance Bonus”) for each calendar year pursuant to an annual cash performance bonus program on the terms set forth herein (the “Bonus PlanBonus”). Pursuant to the terms of the Any Bonus Plan, each annual Performance Bonus for a calendar year shall be payable based on earned if Employee is employed by Employer at the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 100% of Employee’s annual Base Salary in effect on the last day end of the applicable calendar year (subject to achievement of performance goals) and shall be payable after the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day conclusion of the calendar year to which such in accordance with Employer’s regular bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar yearpayment policies, but in no event paid later than March 15 15th following the end of the applicable calendar year. Employee’s target opportunity level for the Bonus shall be equal to one-hundred and fifty percent (150%) of Employee’s then current Base Salary, with a threshold Bonus opportunity equal to thirty-seven and one-half percent (37.5%) of Employee’s then current Base Salary and a maximum Bonus opportunity equal to three-hundred percent (300%) of Employee’s then current Base Salary, subject in each case to proration for a partial year. Any Bonus earned by Employee will be based on achievement against a combination of business results and Employee’s own results measured against reasonable performance objectives for Employee’s position. The actual Bonus paid to Employee, if any, is at the sole discretion of CyrusOne and requires final approval from the compensation committee (the “Compensation Committee”) of the Board if Employee is a named executive officer for purposes of CyrusOne’s annual proxy statement or is otherwise an executive officer whose compensation is determined by the Compensation Committee, or, if Employee is not so subject, then in accordance with the provisions of CyrusOne’s then existing annual incentive plan or any similar plan made available to employees of the CyrusOne Group (the “annual incentive plan”) in which Employee participates, it being agreed that, following the application of CyrusOne Group and individual performance ratings in accordance with the terms of the annual incentive plan, Employee will not be subject to any discretionary reduction in the amount of any Bonus award that is not applied on the same percentage basis to other executive officers of the CyrusOne Group. Any Bonus award to Employee shall further be subject to the terms and conditions of any such applicable annual incentive plan to the extent consistent with this Agreement. Notwithstanding the foregoing, any bonus earned by Employee for calendar year following the calendar year 2020 shall be no less than his annual Bonus target, subject to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” proration based on the last day number of the calendar year applies to a calendar year for which days Employee is employed through the last day of the calendar in such year, except as otherwise provided in Section 5.

Annual Bonus. During the TermAs additional compensation for services rendered, Employee shall Executive will be eligible for an Annual Bonus. For the Contract Year 2020, Executive shall continue to receive an annual performance bonus payment (a “Performance Bonus”) for each calendar year pursuant to an participate in the Company’s and/or the Partnership’s annual cash performance bonus program plan (the “Annual Bonus Plan”) approved by the Compensation Committee of the Board for senior executives (including the Executive) in February 2020. For Contract Year 2021 and for each Contract Year thereafter during the Contract Term, the Executive shall be entitled to participate in the Annual Bonus Plan approved for the Company’s senior executives, which, with respect to each such Contract Year will provide for (i) a “target” annual cash bonus amount equal to no less than 100% of the Annual Base Salary received by the Executive during such Contract Year, to be payable if the applicable performance goals set by the Compensation Committee are achieved at target level for the applicable Contract Year but do not reach the stretch level set by the Compensation Committee, (ii) a “threshold” annual cash bonus of 75% of the Annual Base Salary received by the Executive during such Contract Year, to be payable if the applicable performance goals set by the Compensation Committee are achieved at the threshold level for the applicable Contract Year but do not reach the “target” level set by the Compensation Committee; or (iii) a “stretch” bonus of 150% of the Annual Base Salary received by the Executive during such Contract Year, to be payable if the applicable performance goals set by the Compensation Committee are achieved at stretch level for the applicable Contract Year (the annual cash bonus earned for a Contract Year, the “Annual Bonus”). Pursuant to the terms of the The Annual Bonus Plan, each annual Performance Bonus for any Contract Year shall be payable based on to the achievement Executive in cash in the Contact Year following the Contract Year in respect of reasonable performance targets established which such Annual Bonus relates, at the same time in accordance herewith, and such following year as any annual bonus for each the preceding Contract Year is paid to any other Company and/or Partnership executive but in all events no later than the fifteenth (15th) day of the third (3rd) calendar year Employee’s target Performance month following the end of the Contract Year with respect to which such Annual Bonus relates. The Executive shall be equal entitled to 100% of Employee’s annual Base Salary in effect payment under an applicable Annual Bonus Plan if he is employed on the last day of the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage Contract Year in respect of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Annual Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5.

Annual Bonus. During each calendar year of the Term, Employee you shall be eligible to receive for an annual performance bonus payment (a “Performance Annual Bonus”) for each calendar year pursuant to an annual cash performance bonus program the terms of the Company’s Amended and Restated Annual Incentive Plan (the “Bonus PlanAIP”). Your Annual Bonus shall have an incentive target equal to 200% of Base Salary for 2009 and 150% of Base Salary for each year thereafter (the “Target Bonus”). You will be eligible for an Annual Bonus equal to the Target Bonus multiplied by the “Performance Bonus Multiplier” as defined in the AIP (the “Formula Bonus Amount”); provided, however, that the Compensation Committee of the Board (the “Committee”) will, in its sole discretion, determine the actual Annual Bonus paid to you. The Performance Bonus Multiplier shall be a percentage, ranging from 0% to 200%, depending on the “Performance Goals” relative to the “Performance Criteria,” as such terms are defined in the AIP, all as established by the Committee for all participants in the AIP. Your Annual Bonus shall be paid in accordance with the terms of the AIP following the end of the calendar year to which it relates, subject to such terms and conditions as the Committee shall require. Pursuant to the terms of the Bonus PlanAIP, each annual Performance payment of your Annual Bonus shall be payable based on the achievement of reasonable performance targets established made in accordance herewithcash, and for each calendar year Employee’s target Performance Bonus shall be equal to 100% of Employee’s annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Bonus”); providedrestricted share units or a combination thereof, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year as may be increased above 100% determined by the Committee in its sole discretion at the time of payment. Notwithstanding the foregoing or anything in the AIP to the contrary, (but not decreased without i) as long as you are in compliance with the Employee’s written consent) Share Ownership Guidelines adopted by the Board (or a designated committee thereof) in its discretion. For each calendar yearas they may be amended from time to time by the Board, the Board (or a designated committee thereof) will determine “Guidelines”), the Annual Bonus shall be paid 100% in cash, and establish in writing (i) the applicable performance targets, (ii) you shall be entitled to receive a prorated Annual Bonus for the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage period from January 1 through July 31 of the target annual performance is achieved, and (iii) such other applicable terms and conditions last calendar year of the Bonus Plan necessary Term in cash in an amount equal to satisfy the requirements of Section 409A 7/12ths of the Internal Revenue Code Formula Bonus Amount for such year, subject to modification in the sole discretion of 1986the Committee, as amended payable at the time provided for in Section 15 hereof (the “CodeProrated Bonus Payment”). Except as otherwise , provided in that such payment shall be conditioned upon compliance with Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 516 hereof.”

Annual Bonus. During For fiscal year 2008 (ending January 31, 2009) and for each other fiscal year that begins during the TermEmployment Period (each such fiscal year, Employee a “Bonus Year”), Executive shall be eligible to receive an annual performance a bonus payment of up to 65% of Base Salary (each, a “Performance Bonus”) for each calendar year pursuant to an annual cash conditioned upon the satisfaction of (a) Company performance bonus program goals established by the Compensation Committee of the Board of Directors of the Company (the “Committee”) for such Bonus PlanYear and (b) personal performance goals approved by the Chief Executive Officer and the Committee for such Bonus Year. Company and personal performance goals are herein referred to collectively as the “Performance Goals”). Pursuant to The Performance Goals for each Bonus Year shall be established as soon as possible following the terms beginning of the such Bonus Plan, each annual Performance Year. The Bonus earned for any Bonus Year shall be payable based on promptly following the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 100% of Employee’s annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee determination thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 90 days following the end of each Bonus Year. If (a) the Employment Period shall expire or terminate and (b) Employee is entitled to payment of a bonus pursuant to Section 5 hereof, the Bonus payable for the Bonus Year in which the Employment Period terminates or expires shall equal the Bonus that would have been paid had the Employment Period not so terminated or expired, multiplied by a fraction, the numerator of which shall be the number of days of the calendar year following Employment Period within the calendar year to Bonus Year and the denominator of which such Performance Bonus relatesshall be 365. For the purposes of claritydetermining the amount of Bonus payable pursuant to the immediately preceding sentence, it shall be assumed that all conditions to payment based upon performance by the reference Executive (e.g. personal performance goals) have been satisfied. Notwithstanding anything to the contrary contained herein or in the preceding sentence Employer’s Bonus Plan, in the event (y) the Employment Period shall end for any reason whatsoever on a day prior to payment to Executive of a Performance Bonus being deemed “earned” on for the last day of full Bonus Year contained within the calendar year applies Employment Period, and (z) Executive would have been entitled to receive a calendar year Bonus for which Employee is employed through such last full Bonus Year had the Employment Period not ended — then, Employer shall pay to Executive the Bonus for such last day of full Bonus Year as and when such Bonus would have been paid had the calendar year, except as otherwise provided in Section 5Employment Period not ended.

Annual Bonus. During (i) The Compensation Committee of the Term, Employee Board (the “Compensation Committee”) shall be eligible review Executive’s performance with the Chief Executive Officer at least annually following each calendar year of the Employment Period and cause the Company to receive award Executive an annual performance bonus payment (a “Performance Bonus”) in such amount as the Compensation Committee shall reasonably determine as fairly compensating and rewarding Executive for services rendered to the Company and/or as an incentive for continued service to the Company. Subject to the immediately following sentence of this Section 5(b)(i), the amount of Executive’s Bonus shall be determined in the sole and absolute discretion of the Compensation Committee and shall depend on, among other things, the Company’s achievement of certain performance levels established from time to time by the Compensation Committee (such performance levels, as from time to time established by the Compensation Committee, the “Performance Levels”), which may (in the sole and absolute discretion of the Compensation Committee) include, without limitation, growth of earnings, funds from operations per share of Company stock, earnings per share of Company stock and Executive’s performance and contribution to increasing the funds from operations, as well as such individual goals for Executive as the Compensation Committee may deem appropriate. It is anticipated that the Performance Levels will be set for each calendar year pursuant of the Employment Period so that Executive can reasonably be expected to earn a Bonus for such calendar year in an annual cash performance bonus program amount equal to one hundred percent (100%) of the “Bonus Plan”)Base Salary of Executive for such calendar year. Pursuant Subject to the terms penultimate sentence of the this Section 5(b)(i), any Bonus Plan, each annual Performance Bonus payable to Executive as contemplated by this Section 5(b) shall be payable based on the achievement of reasonable performance targets established 50% in accordance herewith, cash and for each calendar year Employee’s target Performance Bonus shall be equal to 10050% of Employee’s annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation shares of the Company’s unaudited financial statements restricted stock, with such shares to be valued for such purposes at a price per share equal to the applicable calendar yearMarket Value (as hereinafter defined) of a share of the Company’s common stock determined as of the date on which the amount of such Bonus is determined by the Compensation Committee (such date, but the “Grant Date”) and which shares shall vest in no event later than equal portions on the first, second and third year anniversaries of the Grant Date, subject to Executive then being employment by the Company hereunder or to such other conditions as may apply hereunder. Notwithstanding anything to the contrary set forth above, any resulting fractional share shall be paid in cash. The Company shall pay any Bonus to Executive on or before March 15 15th of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarityNotwithstanding anything to the contrary set forth above, the reference number of shares that would otherwise be granted to Executive for any Bonus with respect to calendar year 2011 or with respect to calendar year 2012 shall be reduced (but not below zero) by 12,500. By way of example only, if (pursuant to the foregoing) the amount of the Bonus to which Executive would be entitled with respect to calendar year 2011 were $450,000 and, as of the corresponding Grant Date, the Market Value of a share of the Company’s common stock were $10, then (but for the immediately preceding sentence) Executive would be entitled to receive a Bonus with respect to 2011 in an amount of $450,000, 50% of which would be payable in cash (e.g., a cash portion of $225,000) and 50% of which would be payable in the form of a grant of shares of the Company’s restricted stock (e.g., a stock portion of 22,500 shares) — however (as a consequence of the immediately preceding sentence to a Performance sentence), the stock portion of such Bonus shall be reduced by 12,500 shares, which would result in the total Bonus being deemed “earned” on the last day payable to Executive with respect to calendar year 2011 consisting of $225,000 in cash and 10,000 shares of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5Company’s restricted stock.

Annual Bonus. During the Term, Employee shall be eligible to receive an annual performance bonus payment (a “Performance Bonus”) for each calendar year pursuant to an annual cash performance bonus program (the “Bonus Plan”). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s 2 target Performance Bonus shall be equal to 10080% or such greater percentage as is determined by the Board (or a designated committee thereof), (the “Target Performance Bonus Percentage”) of Employee’s annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Bonus”)year; provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus Percentage for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5.

Annual Bonus. During the Termterm of this Agreement, Employee shall be eligible have a target annual bonus opportunity equal to receive an 100% of his base salary at the highest annualized rate in effect during the year preceeding payment of such bonus. During the term of this Agreement, Employee shall participate under the currently existing cash annual performance bonus payment (a “Performance Bonus”) for each calendar year pursuant incentive plan of NCI Building Systems, Inc., as amended and restated from time to an annual cash performance bonus program time (the “Bonus Plan”). Pursuant to the terms of the Bonus Plan) or, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 100% of Employee’s annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy the requirements of Section 409A is amended, replaced or superseded, under any amended, replacement or successor bonus program adopted for senior executives of the Internal Revenue Code of 1986Company and its Affiliates. Bonuses, as amended (the “Code”). Except as otherwise provided in Section 5if any, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation pursuant to the Bonus Plan shall be paid after the end of each fiscal year of the Company’s unaudited financial statements for Company at the applicable calendar yearsame time as bonuses are paid to other participants, but in no event later than March 15 of the following calendar year following year. Employee understands that bonuses cannot be earned under the calendar year Bonus Plan except as specifically set forth therein based on the level of participation specified by the Compensation Committee in its discretion, but acknowledging the target annual bonus opportunity set forth herein, and, if the employment of a participant terminates for any reason prior to which such Performance Bonus relates. For purposes of clarity, the reference certain dates specified in the preceding sentence Bonus Plan, no bonus shall be payable thereunder except as expressly provided in this Section 4 and in Section 5 of this Agreement. In the event that Employee’s employment terminates for any reason other than by the Company for Cause, after the end of the fiscal year but before payment of the bonus for that fiscal year, Employee shall be entitled to a Performance receive the amount of the bonus that would have otherwise been payable under the Bonus being deemed “earned” Plan, as determined by the Compensation Committee, on the last day date bonuses are paid to other participants. Employee also understands that the Bonus Plan may be amended, replaced, superseded or terminated at any time and from time to time by the Board in its sole discretion, but in such event, Employee will still have the opportunity to earn a bonus subject to the achievement of performance goals established by the calendar year applies to a calendar year for which Employee is employed through Compensation Committee at the last day of the calendar year, except as otherwise provided in Section 5target annual bonus level set forth herein.

Annual Bonus. During For each complete calendar year that Employee is employed hereunder, Employee will be eligible for an annual bonus (the Term“Annual Bonus”) with a target amount of 100% of Employee’s Base Salary if the applicable targets to achieve such Annual Bonus are met. The performance targets that must be achieved in order to be eligible for certain bonus levels shall be established by the Board (or a committee thereof) annually, in its sole discretion, and communicated to Employee within the first ninety (90) days of the applicable calendar year (the “Bonus Year”). The Board (or a committee thereof) in setting the Employee’s applicable targets may consider, among other elements, stock price, earnings per share, cash flow, performance against peers, key strategic and operational objectives, business strategy and market conditions. Notwithstanding the foregoing, Employee shall be eligible to receive an annual performance bonus payment for 2023 (a the “Performance 2023 Bonus”) for each calendar year pursuant to an annual cash performance bonus program (the “Bonus Plan”). Pursuant to the terms with a target amount of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 100% of Employee’s annual Base Salary if the applicable targets to achieve such 2023 Bonus are met. Each Annual Bonus (and the 2023 Bonus), if any, shall be paid in effect on cash or, at Employee’s election, in fully-vested shares of Common Stock. For purposes of calculating the last day number of fully-vested shares of Common Stock to be granted, if chosen, the Company will use the VWAP of the applicable calendar year Common Stock for the final thirty (30) Business days of the “Target Performance relevant Bonus Year. Each Annual Bonus (and the 2023 Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may ) shall be increased above 100% (but not decreased without the Employee’s written consent) by paid as soon as administratively feasible after the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of certifies whether the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar yearBonus Year have been achieved, but in no event later than March 15 of the calendar year following the calendar year end of such Bonus Year (or, for the 2023 Bonus, no later than March 15, 2024). Notwithstanding anything in this Section 3(b) to the contrary, no Annual Bonus (or the 2023 Bonus), if any, nor any portion thereof, shall be payable for any Bonus Year unless Employee remains continuously employed by the Company from the Effective Date through the date on which such Performance Annual Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance or 2023 Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5paid.

Annual Bonus. During In addition to the TermBase Salary, Employee shall be eligible to receive an annual performance bonus payment (a “Performance Bonus”) for each calendar year pursuant during the Employment Period (as defined in Section 4), Executive shall be entitled to an annual cash performance a bonus program calculated as set forth in this Section 2(b) (referred to herein as the “Bonus PlanAnnual Bonus”). Pursuant to The Annual Bonus, if any, shall be established by the terms of Compensation Committee based on Executive’s and/or Company’s performance as determined and approved by the Bonus Plan, each annual Performance Initials Initials Compensation Committee based on performance goals and criteria set by the Compensation Committee. Executive’s targeted Annual Bonus shall be payable thirty percent (30%) of his Base Salary for each year during the Employment Period; provided, however, Executive shall be entitled to an Annual Bonus only if Executive has met the performance criteria set by the Compensation Committee for the applicable period. In the event that the Employment Period ends before the end of a calendar year, Executive shall be entitled to a prorata portion of the Annual Bonus for that year (based on the achievement number of reasonable days in which Executive was employed during the year divided by 365) as determined by the Compensation Committee based on satisfaction of the performance targets established criteria for that period on a prorata basis, unless Executive was terminated for Cause (as defined in accordance herewithSection 6(e)), in which event Executive shall not be entitled to any Annual Bonus for that year. Executive acknowledges that the amount and performance criteria for Executive’s Annual Bonus to be earned for each calendar year Employee’s target Performance Bonus Period shall be equal to 100% of Employee’s annual Base Salary in effect set by the Compensation Committee on or before the last day beginning of the applicable calendar year (year. If Executive successfully meets the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) performance criteria established by the Board (or a designated committee thereof) in its discretion. For each calendar yearCompensation Committee, the Board (or a designated committee thereof) will determine and establish in writing Company shall pay Executive the earned Annual Bonus amount within the earlier of: (i) sixty days (60) days after the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day end of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation or (ii) sixty days (60) after the end of the Company’s unaudited financial statements for the applicable calendar yearEmployment Period, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5applicable.

Annual Bonus. During the Term, Employee (a) Executive shall be eligible to receive an annual performance bonus payment (a “Performance Annual Bonus”) for each full calendar year pursuant to an annual cash performance bonus program beginning on or after January 1, 2013 that he is employed with the Company during the Term (each such calendar year, a “Bonus Year”) in which the Company achieves certain targets as set forth by the Compensation Committee of the Board (the “Bonus PlanCompensation Committee”). Pursuant , and the amount of such bonus shall have a target range (assuming all performance targets are met or exceeded) of 75% to 150% of Executive’s Base Salary for the applicable Bonus Year; provided that, for the avoidance of doubt, Executive shall not be entitled to an Annual Bonus for any Bonus Year in which the Company does not achieve such targets, as determined by the Compensation Committee and provided, further, that Executive shall not be entitled to any Annual Bonus if Executive’s employment is terminated by the Company for Cause prior to the terms date of payment of such Annual Bonus and, subject to the exceptions set forth in Sections 4.3(b)(1), 4.3(c)(1) and 4.3(d)(iv) below, Executive shall not be entitled to any Annual Bonus Plan, each annual Performance Bonus shall be payable based if Executive is not employed by the Company on the achievement of reasonable performance targets established in accordance herewith, and date the Compensation Committee determines annual bonuses for each calendar year Employee’s target Performance Bonus shall be equal to 100% of Employee’s annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation executive officers of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than . The Annual Bonus is expected to be paid prior to March 15 of the calendar year immediately following the calendar year Bonus Year to which it relates (the “Payment Date”); provided, however, that if the Company’s accountants have not delivered the audited financial statements for such Performance Bonus relates. For purposes of clarityYear prior to the Payment Date for such Bonus Year, the reference in Company may delay such Payment Date until the preceding sentence earlier to a Performance occur of (i) three (3) days following the Company’s receipt of such Bonus being deemed “earned” on the last day Year’s audited financial statements for such Bonus Year and (ii) June 30 of the calendar year applies immediately following such Bonus Year. Notwithstanding the foregoing, the Company shall use its best efforts to a calendar year ensure delivery of its audited financial statements for which Employee is employed through the last day each Bonus Year on or before March 15 of the following calendar year. Each Bonus Year during the Term, except the Compensation Committee will review the structure of the targets provided by it for the preceding Bonus Year and establish the targets for the Bonus Year as otherwise provided in Section 5it deems appropriate.

Annual Bonus. During the Employment Term, the Employee shall be eligible to receive an annual performance discretionary incentive payment under the Company’s annual bonus payment (a “Performance Bonus”) for each calendar year pursuant plan as may be in effect from time to an annual cash performance bonus program time (the “Bonus PlanAnnual Bonus”). Pursuant , based on a target bonus opportunity equal to the terms 125% of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 100% of Employee’s annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage ) and a maximum bonus opportunity of Employee’s annual Base Salary that applies for purposes 200% of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) Base Salary, upon the attainment of one or more pre-established performance goals established by the Board (or a designated committee thereof) in its sole discretion. For each It is expected that such performance criteria will be based on both financial and non-financial goals, and may be set at any point during the calendar yearyear (it being intended that such criteria will be established during the Company’s annual budgeting process). The Board (or a committee thereof) shall reserve the right to adjust the applicable performance criteria during the calendar year (it being understood that any such adjustment shall only be implemented, if, in the reasonable judgment of the Board (or a designated committee thereof), it is determined to be necessary to adapt to changing circumstances, and not with the intention of increasing the difficulty of achieving the applicable performance criteria). The Company expects that the Company’s Chief Executive Officer will formally review the Employee’s performance at least annually in consultation with the Employee, provided, however, if a President is then serving, the Company’s President shall conduct such review of the Employee’s performance. The Employee’s Annual Bonus for a calendar year shall be determined by the Board (or a committee thereof) will determine and establish in writing (i) after the end of the applicable performance targets, (ii) calendar year based on the percentage level of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result achievement of the applicable performance targets ultimately being achieved) will criteria, and shall be deemed earned on paid to the last day of Employee in the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, (but in no event later than March 15 of the such calendar year year) following the calendar year to which such Performance Annual Bonus relatesrelates at the same time annual bonuses are paid to other senior executives of the Company, subject to continued employment at the time of payment. For purposes In addition, Employee shall receive a one-time cash bonus (Sign on Bonus) of clarity, $200,000 payable in accordance with the reference in the preceding sentence to a Performance Spirit Annual Cash Bonus being deemed “earned” program. The Sign on Bonus will be paid on the last day of first payroll cycle after the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5Effective Date.

Annual Bonus. During You shall receive a cash bonus (a “Bonus”) with respect to each calendar year that ends during the Term, Employee shall be eligible ranging from 0% to receive an annual performance bonus payment (a “Performance Bonus”) 60% of you Base Salary, to the extent that the Company attains goals and objectives for each calendar such year pursuant to an annual cash performance bonus program (that have been mutually agreed upon by you and the “Bonus Plan”Committee, in accordance with this Section 3(b). Pursuant You and the Committee shall use your best reasonable efforts to the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, ensure that such goals and for each calendar year Employee’s target Performance Bonus shall be equal objectives are agreed upon prior to 100% of Employee’s annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day March 30 of the calendar year to which a Bonus relates. Except to the extent otherwise agreed by you and the Committee, your potential Bonus shall range from 0% of your annualized Base Salary to 60% of your annualized Base Salary, with a “target” Bonus of 40% of your annualized Base Salary if agreed-upon goals and objectives are achieved for the calendar year. Except to the extent otherwise agreed by you and the Committee, all goals and objectives will represent significant value creation activities for the Company and “stretch target” goals and objectives will represent extraordinary performance and achievement. “Stretch target” performance against the agreed-upon goals and objectives for such bonus relates year shall entitle you to a Bonus for such year equal to at least 60% of your annualized Base Salary for such year. Lesser amounts may be awarded for performance below “target”, and will intermediate amounts may be awarded for performance between “target” and “stretch target”. The extent to which the agreed-upon goals and objectives are attained shall be determined by the Committee reasonably and in good faith, in consultation with you, as soon as reasonably practicable after the end of the calendar year to which the Bonus at issue relates. The Bonus earned by you for a calendar year shall be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar yearyou promptly after its amount has been determined, but and in no event later than the earlier of (x) the date that other senior executives of the Company receive their annual bonuses for such year and (y) March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5.

Annual Bonus. During the TermEmployment Period, Employee shall be eligible to receive an annual performance bonus payment (a “Performance Bonus”) for each calendar year pursuant to an annual cash performance bonus program (the “Bonus Plan”). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 10080% or such greater percentage as is determined by the Compensation Committee (the “Target Performance Bonus Percentage”) of Employee’s annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Bonus”)year; provided, however, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus Percentage for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) Compensation Committee in its discretion. For each calendar year, the Board (or a designated committee thereof) Compensation Committee will determine and establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to be exempt from or to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 56, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5.6

Annual Bonus. During For all of 2015 (without proration) and subsequent fiscal years ending during the Term, Employee Executive shall be eligible to receive for an annual performance bonus payment (a “Performance Bonus”) for each calendar year pursuant to an annual cash performance bonus program as set forth herein (the “Bonus PlanAnnual Bonus”). Pursuant to the terms of the Bonus Plan, each annual Performance The Annual Bonus shall be payable determined by the Board based upon the Company’s achievement of financial and other goals to be determined annually by the Board, in consultation with Executive, which goals shall, except as otherwise agreed by the Board and Executive, apply for all senior executives of the Company who are participants in the Annual Bonus plan. For 2015, the Annual Bonus shall be determined based on the achievement EBITDA goals already approved by the board of reasonable performance targets established directors of Xxxx Intermediate and/or the Company prior to the Signing Date, including the amount of the Annual Bonus achievable based on actual results in accordance herewith, and for each calendar year Employeecomparison to the targets. Executive’s target Performance Annual Bonus shall be equal to one hundred percent (100% %) of EmployeeExecutive’s annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Bonus”); provided, that and if all performance objectives for the applicable performance year are obtained or exceeded, the Executive shall receive no less than the Target Bonus. In addition, Executive shall have an opportunity under the terms of the Annual Bonus to receive an Annual Bonus in excess of the Target Bonus as set forth in the applicable Annual Bonus plan. Executive’s target bonus opportunity as a percentage of Employee’s annual Base Salary that applies for purposes shall be reviewed by the Board (or the appropriate committee of determining Employeethe Board) annually at the same time as the review of Executive’s Target Performance Bonus for a given year may Base Salary and shall be increased above 100% subject to increase (but not decreased without the Employee’s written consentdecrease) by the Board (or a designated the appropriate committee thereofof the Board) in its discretion. For each After any such increase, “Target Bonus” for purposes of this Agreement shall mean such increased amount. The Annual Bonus awarded for a fiscal year shall be determined by the Board after the end of such fiscal year and shall be paid in cash and in accordance with the Company’s customary practices for payment of annual bonuses to senior executive employees in the calendar yearyear following, and not within, the Board (or a designated committee thereof) will determine and establish fiscal year for which the Annual Bonus is earned, but in writing all events no later than the earlier of (i) seventy-five (75) days after the applicable performance targets, later of (x) the close of the fiscal year for which the Annual Bonus was earned and (y) the completion of such fiscal year’s financial audit or (ii) the percentage April 15 of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year; provided, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarityhowever, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, that except as otherwise provided in Section 5this Agreement, Executive must be employed through the end of the applicable fiscal year to be entitled to receive the Annual Bonus.

Annual Bonus. During For each fiscal year ending during the TermEmployment Period, Employee Executive shall be eligible have the opportunity to receive an annual performance bonus payment (a “Performance Bonus”) for each calendar year pursuant to an annual cash performance bonus program (the “Annual Target Bonus PlanOpportunity”). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewithtarget levels of performance, and for each calendar year Employee’s target Performance Bonus shall be equal to 100% of Employee’s annual his Base Salary in effect Salary, so long as Executive is employed on the last day of the applicable calendar fiscal year. Depending on actual results as measured against the performance objectives established, Executive’s actual bonus payment may range from zero to a maximum of 150% (or such other greater amount as determined by the Board or a committee thereof) of Executive’s Base Salary for each full fiscal year during the Employment Period; provided, however, that, so long as Executive remains employed through December 31, 2009, Executive’s annual bonus for 2009 will not be less than 75% of his Base Salary for 2009. The actual bonus, if any, payable for any such year shall be determined in accordance with the terms of the Company’s Executive Officers’ Bonus Plan (the “Target Performance BonusAnnual Plan”)) or any successor plan, based upon the performance of the Company and/or Executive against target objectives established under such Annual Plan. The determination of whether and to what extent the requisite performance objectives have been met shall be made by the Board or the Board committee responsible for administering the Annual Plan, whose determination shall be final. Subject to Executive’s election to defer all or a portion of any annual bonus payable hereunder pursuant to the terms of any deferred compensation or savings plan or arrangement maintained or established by the Company, any annual bonus payable under this Section 3(b) shall be paid to Executive in accordance with the terms of the Annual Plan; provided, that the percentage however, any portion of EmployeeExecutive’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may bonus which would not be increased above 100% (but not decreased without deductible to the Employee’s written consent) by Company pursuant to the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy the requirements provisions of Section 409A 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), shall be deferred; provided further, however, that Executive’s annual bonus for 2009 shall be paid to him in a single lump sum, subject to Section 10(o) below, on March 17, 2010. Except as Any portion of Executive’s annual bonus which is deferred in accordance with this Section 3 because it would otherwise provided not be deductible due to Section 162(m) of the Code shall be paid to Executive in a single lump sum, subject to Section 510(o) below, any Performance Bonus that Employee becomes entitled to receive ten (10) days following Executive’s “separation from service” (as defined in Treas. Reg. § 1.409A-1(h)) with the Company for any reason and shall be credited with interest, on a result of the applicable performance targets ultimately being achieved) will be deemed earned compounded basis, on the last day of each calendar quarter, at 1% above the calendar year to which such bonus relates and will be paid to Employee prime rate (as soon reported in The Wall Street Journal, Eastern Edition), as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” effect on the last first day of the each such calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5quarter.

Annual Bonus. During the Term, Employee The Employer under direction of its Board may pay or cause to be paid to Executive such bonus as it from time to time determines appropriate. Any such bonus shall be eligible paid at such time or times and in such manner as the Employer under direction of its Board and Executive jointly agree; provided, however, that Executive shall not be entitled to receive any such bonus if Executive is not employed by the Employer on the date such bonus is payable; and provided that the bonus for any year shall be paid by a date no later than that allowing Executive to defer the payment into a non- qualified deferred compensation arrangement if Executive so elects. Long-term performance based incentive pay 8. Long-Term Performance-Based Incentive Pay. Executive shall be entitled to an annual performance performance-based cash incentive bonus payment in an amount up to percent of the Base Salary (a the “Performance BonusLong- Term Incentive Pay”) ). The Bonus shall be earned and paid in accordance with the Employer’s performance-based incentive compensation plan (the “Incentive Plan”). Under the Incentive Plan, for each consecutive three-year-calendar period beginning with the 20 calendar as the initial year and continuing for each calendar year pursuant beginning after the initial (each a “Performance Period”), the Board or, if the Board so directs, its Compensation Committee shall establish in writing objective performance criteria or goals to an annual cash performance bonus program be achieved by Executive for that Performance Period (the “Bonus PlanPerformance Goals”) and "circuit breakers" which if they occur will result in stop in crediting or payment for that Performance Period (the "Circuit Breakers"). Pursuant The Performance Goals and Circuit Breakers shall be based upon the performance measures set forth in the Incentive Plan. A copy of the Performance Goals and Circuit Breakers as so established shall be provided to Executive. After the completion of each Performance Year, the Board or, if so directed, the Compensation Committee shall review the achievement of the Performance Goals by Executive or occurrence of any Circuit Breaker and make a determination as to the terms amount of the Bonus Plan, each annual Long-Term Incentive Pay earned by Executive based upon Executive’s achievement of such Performance Bonus Goals subject to occurrence of any Circuit Break. The Typical CEO Employment Agreement Long-Term Incentive Pay shall be payable based on as provided in the achievement of reasonable performance targets established in accordance herewithIncentive Plan, and for each calendar year Employee’s target Performance Bonus provided that the Long- Term Incentive Pay shall be equal paid by a date no later than that allowing Executive to 100% of Employee’s annual Base Salary in effect on defer the last day of payment into a non-qualified deferred compensation arrangement if Executive so elects. Notwithstanding the applicable calendar year (the “Target Performance Bonus”); providedforgoing, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may Executive's right to Long-Term Incentive Pay shall be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine subject to forfeiture and establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, repayment as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 514.

Annual Bonus. During the Term, Employee Executive shall be eligible to receive an annual performance bonus payment as determined by the Board (a the “Performance Annual Bonus”) of up to 100% of Base Salary for each full fiscal year of the Company that occurs during the Term. One-third (1/3) of the Annual Bonus is generally fully discretionary as considered by the Board taking into account the advice and recommendation of the Company’s Compensation Committee, and the remaining two-thirds are to be based on key performance indicators (KPIs), which KPIs may be based on the overall performance of the Company as well as the individual performance of Executive, as determined, set, and assessed by the Board in consultation with the Executive and with the recommendations of the Company’s Compensation Committee, before the start of each calendar year. For the avoidance of doubt and confusion, for the calendar year pursuant to an annual cash 2024, Executive acknowledges that the Company’s Compensation Committee is not yet fully operational and is in the process of being formed and having members appointed, and the KPIs for 2024 shall be set and assessed by the Board in consultation with the Executive. In determining bonus performance bonus program (the “Bonus PlanPerformance”). Pursuant ) via and against the KPIs, the Board taking into account the advice and recommendation of the Company’s Compensation Committee shall consider appropriate factors, including, without limitation, Executive’s performance and the Company’s performance and financial condition; and (i) during 2024 the Board shall review Executive’s performance with Executive intermittently throughout the year, which may include assessing the appropriateness of and/or revisions to the terms of KPIs to better reflect the Bonus PlanCompany’s needs and opportunities, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established and (ii) commencing in accordance herewith, 2025 and for each calendar year Employeethereafter, the Compensation Committee shall review and assess Executives performance against KPIs on a quarterly basis, which may include assessing the appropriateness of and/or revisions to the KPIs to better reflect the Company’s target Performance Bonus needs and opportunities, and shall be equal report its findings to 100% of Employee’s annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, to enable the Board (or a designated committee thereof) will to determine and establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target Executive’s Bonus Performance on an annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)basis. Except as otherwise provided set forth herein and to the maximum extent allowable by law, in Section 5order to be eligible to earn any such Annual Bonus in respect of any fiscal year, any Performance Bonus that Employee becomes entitled to receive (as a result of Executive must be in active working status at the applicable performance targets ultimately being achieved) will be deemed earned on time the last day of Company pays bonuses for the calendar relevant year to senior executives generally, which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than typically is on or before March 15 of the calendar year following the calendar year to which such Performance Bonus relatesfiscal year. For purposes of claritythis Agreement, “active working status” means that Executive has not resigned (or given notice of Executive’s intention to resign), other than for Good Reason, Executive’s employment with the reference Company, and Company has not terminated Executive’s employment for Cause (and the Company has not given notice to terminate for Cause such employment or commenced a formal or informal investigation into any misconduct by Executive that would lead to the termination of employment for Cause; however, Company shall promptly pay Executive said bonus in the preceding sentence to a Performance Bonus being deemed “earned” on the last day time and manner it normally would pay such bonus upon completion of the calendar year applies to a calendar year investigation in the event such investigation does not result in the termination of Executive for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5Cause).

Annual Bonus. During For each year that Executive is employed with the TermCompany hereunder during the Term (each such year, Employee a “Bonus Year”), Executive shall be eligible to receive an annual performance cash bonus payment award (a each, an “Performance Annual Bonus”) for each calendar year pursuant under the Parent’s short-term incentive plan (as may be in effect from time to an annual cash time, the “STIP”), subject to and conditioned on the Parent’s overall performance bonus program and financial results together with any other terms and conditions of the STIP that may be established by the Board or the Compensation Committee of the Board (the “Compensation Committee”) for that Bonus Year (generally and collectively, the “STI Performance Plan”). Pursuant Unless otherwise established by the Board or the Compensation Committee, the incentive opportunity available to Executive shall be based on, and the terms amount of each Annual Bonus shall have, a target value of no less than 100% (“STI Bonus Target”) of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement annualized rate of reasonable performance targets established in accordance herewith, and for each calendar year EmployeeExecutive’s target Performance Bonus shall be equal to 100% of Employee’s annual Effective Base Salary in effect on as of the last day of the applicable calendar year (Bonus Year. Notwithstanding the “Target Performance Bonus”); providedforegoing, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) unless the Compensation Committee determines otherwise, Executive shall not be entitled to any payment of an Annual Bonus for any Bonus Year in which the Parent does not achieve the vesting requirements and other conditions set forth in the applicable performance targetsSTI Performance Plan, as determined by the Compensation Committee in its sole discretion; (ii) the percentage actual amount of annualized Base Salary payable each Annual Bonus, if any, paid to Employee if some lesser or greater percentage Executive is subject to determination in the sole discretion of the target annual performance is achieved, and Compensation Committee; (iii) Executive shall not be entitled to any Annual Bonus if Executive’s employment under this Agreement is terminated by the Company for Cause prior to the date of payment of such other applicable terms and conditions Annual Bonus; and, (iv) subject to the exceptions set forth herein, Executive shall not be entitled to any Annual Bonus for any Bonus Year if Executive is not employed by the Company on the date the Compensation Committee approves payment of such Annual Bonus. It is expected but not guaranteed that payment of the Bonus Plan necessary to satisfy Annual Bonus, if any, will be approved in connection with the requirements of Section 409A finalization of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the CompanyParent’s unaudited annual financial statements for the applicable calendar year, Bonus Year to which it relates and paid as promptly as practicable following such approval but in no event later than March 15 December 31 of the calendar year following the calendar year applicable Bonus Year. The Compensation Committee may, in its sole discretion, determine that up to which 50% of the value of any Annual Bonus shall be paid in stock of the Parent and the remainder of such Performance Annual Bonus relatesbe paid in cash. For purposes of clarityeach Bonus Year during the Term, the reference in Compensation Committee will review the preceding sentence to a Performance Bonus being deemed “earned” on STIP and establish the last day structure, terms and conditions (including performance objectives, metrics, goals and incentive opportunities) of the calendar year applies to a calendar year for which Employee is employed through STI Performance Plan and the last day target value of the calendar year, except incentive opportunity (“Effective STI Bonus Target”) provided to Executive for the Bonus Year as otherwise provided in Section 5it deems appropriate.

Annual Bonus. During the Term, Employee shall be eligible to receive an annual performance for discretionary bonus payment (a “Performance Bonus”) compensation for each complete calendar year pursuant to an annual cash performance bonus program that Employee is employed by the Company hereunder (the “Bonus PlanAnnual Bonus”). Pursuant to the terms of the Bonus Plan, each annual Performance Each Annual Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s have a target Performance Bonus shall be equal to value that is not less than 100% of Employee’s annual Base Salary as in effect on the last day of the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such Annual Bonus relates (the “Bonus Year”) and a maximum value equal to 200% of Employee’s Base Salary as in effect on the last day of such Bonus Year. The performance targets that must be achieved in order to be eligible for certain bonus relates levels shall be established by the Board (or a committee thereof) annually, in its sole discretion, and will communicated to Employee within the first ninety (90) days of the applicable Bonus Year. Notwithstanding the foregoing, Employee shall (i) receive a bonus in the amount of 50% of Employee’s Base Salary, pro-rated for the portion of the 2017 calendar year that Employee is employed by the Company hereunder (the “2017 Guaranteed Bonus”) and (ii) be eligible to receive a discretionary bonus with a target value that is not less than 50% of Employee’s Base Salary and a maximum value equal to 100% of Employee’s Base Salary (the “2017 Performance Bonus”), which 2017 Performance Bonus shall be pro-rated for the portion of the 2017 calendar year that Employee is employed by the Company hereunder and based on the achievement of performance targets established by the Board (or a committee thereof) related to the Company’s budget and forecast in place sixty (60) days following the Effective Date. Each Annual Bonus (including the 2017 Guaranteed Bonus and 2017 Performance Bonus), if any, shall be paid to Employee as soon as administratively feasible following preparation of after the Company’s unaudited financial statements Board (or a committee thereof) certifies whether the applicable performance targets for the applicable calendar yearBonus Year have been achieved, but in no event later than March 15 of the calendar year following the calendar year end of such Bonus Year. Notwithstanding anything in this Section 3(b) to the contrary, no Annual Bonus (including the 2017 Guaranteed Bonus and 2017 Performance Bonus), if any, nor any portion thereof, shall be payable for any Bonus Year unless Employee remains continuously employed by the Company from the Effective Date through the date on which such Annual Bonus (including the 2017 Guaranteed Bonus and 2017 Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee Bonus) is employed through the last day of the calendar year, except as otherwise provided in Section 5paid.

Annual Bonus. During the Term, For each Transferred Employee shall be who is eligible to receive for an annual cash bonus under any annual cash performance bonus payment and incentive plans sponsored by Seller (each, a “Performance BonusSeller Incentive Plan”) for each calendar year pursuant to an annual cash performance bonus program (the “Bonus Plan”). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 100% of Employee’s annual Base Salary in effect on the last day of the applicable 2017 calendar year (the “Target Performance BonusBonus Year”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (Seller shall calculate all accrued but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) unpaid Liabilities payable to such Transferred Employees under the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage Seller Incentive Plan as of the target annual performance is achievedTransition Date (and, and (iii) such other applicable terms and conditions for the avoidance of doubt, pro-rated based on the Bonus Plan necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result relative portion of the applicable performance targets ultimately being achievedperiod that has elapsed through the Transition Date) will (such amount, the “Transition Date Bonus Amount”) and provide Purchaser a schedule of the Transition Date Bonus Amount and the amount payable to each such Transferred Employee (the “Transition Date Bonus Amount Schedule”). Within thirty (30) days following the Closing Date, Seller shall make a cash payment to Purchaser in an amount equal to the Transition Date Bonus Amount (such date, the “Transition Date Bonus Amount Transfer Date”). Purchaser or its Affiliates shall be deemed earned responsible for the payment of bonus amounts with respect to Transferred Employees for the Bonus Year and, (i) shall pay the Transition Date Bonus Amount to the Transferred Employees in accordance with and in the amounts set forth on the last day Transition Date Bonus Amount Schedule and (ii) for the avoidance of doubt, shall pay any such Transferred Employee who is otherwise entitled to a bonus under the applicable Purchaser (or Purchaser Affiliate) annual bonus plan an annual bonus in respect of the calendar year Bonus Year, pro-rated based on the relative portion of the applicable performance period that has elapsed after the Transition Date, provided such Transferred Employee remains eligible for such annual bonus on such terms as would apply to which similarly situated employees of the Purchaser or its Affiliates. Purchaser or its Affiliates may pay the Transition Date Bonus Amounts to Transferred Employees when Purchaser or its Affiliates pay annual bonuses for 2017 to similarly situated employees in the normal course of business; provided, however, that if any Transferred Employee terminates employment with Purchaser or its Affiliate prior to the date such bonus relates and will annual bonuses would be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” normal course of business, Purchaser or its Affiliate will pay such individual the bonus amount specified on the last day of Transition Date Bonus Amount Schedule in the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5individual’s final paycheck.

Annual Bonus. During With respect to each calendar year that ends during the Term, Employee the Executive shall be eligible to receive an annual performance cash bonus payment (a “Performance Bonus”) for each calendar year pursuant to an annual cash performance bonus program (the “Bonus PlanAnnual Bonus”). Pursuant to , prorated for the terms first calendar year of the Term, ranging from zero to three hundred percent (300%) of the Annual Base Salary, with a target Annual Bonus Planequal to one hundred fifty percent (150%) of the Annual Base Salary, each annual Performance which target Annual Bonus shall be payable based on subject to review and upward, but not downward without Executive’s written consent, adjustment by the achievement of reasonable performance targets established Compensation Committee in accordance herewith, and for its sole discretion each calendar year Employee’s target Performance Bonus shall be equal to 100% of Employee’s annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Annual Bonus”); provided, that based upon annual performance targets (the percentage “Performance Targets”) established by the Compensation Committee in its sole discretion. The amount of Employee’s annual Base Salary that applies for purposes the Annual Bonus shall be based upon attainment of determining Employee’s Target the Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) Active 102093874.13.DOCX5 EXHIBIT 10.58 Targets, as determined by the Board (or a designated any authorized committee thereofof the Board) in its sole discretion. For each calendar year, Each such Annual Bonus shall be payable on such date as is determined by the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar yearBoard, but in no any event later than on or prior to March 15 of the calendar year immediately following the calendar year with respect to which such Performance Annual Bonus relates. For purposes Notwithstanding the foregoing, no bonus shall be payable with respect to any calendar year unless the Executive remains continuously employed with the Company during the period beginning on the Effective Date and ending on December 31 of claritysuch year; provided that if the Executive’s employment is terminated pursuant to Section 4(a) (i), (ii), (iv), (v) or (vii), the reference in Company shall pay to the preceding sentence Executive a prorated Annual Bonus with respect to a Performance Bonus being deemed “earned” on the last day of the calendar year applies in which the Date of Termination occurs equal to a the Target Annual Bonus for such calendar year for multiplied by a fraction, the numerator of which Employee is the number of calendar days during such calendar year that the Executive was continuously employed through by the last day Company and the denominator of which is 365 (the “Prorated Termination Bonus”); provided further that, in the case of a termination pursuant to Section 4(a)(ii), (iv), (v) or (vii), no portion of the calendar year, except as otherwise provided Prorated Termination Bonus shall be paid unless the Executive timely executes the Release and does not revoke the Release within the time periods set forth in Section 55(b)(ii).

Annual Bonus. During (i) The Board’s compensation committee (the Term, Employee “Compensation Committee”) shall be eligible review Executive’s performance at least annually following each calendar year of the Employment Period and cause the Company to receive an annual performance award Executive such bonus payment (a “Performance Bonus”) as the Compensation Committee shall reasonably determine as fairly compensating and rewarding Executive for services rendered to the Company and/or as an incentive for continued service to the Company. Subject to the following sentence of this Section 5(b)(i), the amount of Executive’s Bonus shall be determined in the sole and absolute discretion of the Compensation Committee and shall depend on, among other things, the Company’s achievement of certain performance levels established from time to time by the Compensation Committee (such performance levels, as from time to time established by the Compensation Committee, the “Performance Levels”), which may (in the sole and absolute discretion of the Compensation Committee) include, without limitation, metrics based on the progress and success of development and redevelopment projects assigned to Executive. It is anticipated that the Performance Levels will be set for each calendar year pursuant of the Employment Period so that Executive can reasonably be expected to earn a Bonus for 2016 in an annual cash performance bonus program amount equal in value to $258,333, and for 2017 and each calendar year thereafter, $300,000 (the “Bonus PlanTarget”). Pursuant to At the terms discretion of the Company, up to fifty percent (50%) of any Bonus Plan, each annual Performance Bonus shall payable to Executive as contemplated by this Section 5(b) may be payable based on the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 100% of Employee’s annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation shares of the Company’s unaudited financial statements restricted stock, with such shares to be valued for such purposes at a price per share equal to the applicable calendar yearMarket Value (as defined below) of a share of the Company’s common stock determined as of the date on which the amount of such Bonus is determined by the Compensation Committee (such date, but the “Bonus Grant Date”) and which shares shall vest in no event later than equal portions on the first, second and third year anniversaries of the Bonus Grant Date, subject to Executive’s continued employment by the Company through such dates. The restricted stock portion of each Bonus is referred to in this Agreement as “Bonus Award Restricted Stock.” Each award of Bonus Award Restricted Stock shall be subject to an equity compensation plan of the Company and shall be subject to Executive’s execution of a standard Company restricted stock agreement consistent with the terms of this subsection. Any Bonus payable to Executive as contemplated by this Section 5(b) shall be payable on or before March 15 15th of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5.

Annual Bonus. During the Term, Employee shall be eligible to receive receive, in addition to the Annual Base Salary, such annual bonus payments as the Board may specify in its sole discretion (each, an annual performance bonus payment (a “Performance Annual Bonus”) for ). Annually (by no later than March 15 of each calendar year pursuant to an annual cash performance bonus program during the Term), the Board shall determine the amount (the “Bonus Plan”). Pursuant to the terms or amount range) of the Annual Bonus Plan, each annual Performance Bonus that Employee shall be payable based on eligible to receive for the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall and the performance goals that must be equal achieved for Employee to 100% of Employee’s annual Base Salary in effect on become entitled to receive the last day of the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Annual Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretionsuch calendar year. For each calendar year (or partial calendar year) during the Term, the Board (or a designated committee thereof) will shall determine and establish in writing (i) its sole good faith discretion whether the applicable performance targets, (ii) the percentage of annualized Base Salary payable to goals established for Employee if some lesser or greater percentage of the target annual performance is for such calendar year have been achieved, and (iii) such other applicable determination to be made by no later than the date on which the Company publicly announces its earnings for such calendar year in a press release in the immediately following calendar year. Subject to the terms and conditions of the Bonus Plan necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5hereof, any Performance Annual Bonus that Employee becomes entitled to receive (as a result shall be payable to Employee within fifteen days after such determination by the Board. Notwithstanding anything to the contrary in this Agreement, Employee shall not be entitled to any Annual Bonus for the 2007 calendar year; provided, however, Employee’s Annual Bonus for the 2008 calendar year shall be determined by the Board based on Employee’s Annual Base Salary for the 2008 calendar year plus the prorated amount of Employee’s Annual Base Salary earned for the 2007 calendar year and shall be subject to the achievement of the applicable performance targets ultimately being achieved) will be deemed earned on goals for the last day of the 2008 calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of established by the Company’s unaudited financial statements for the applicable calendar year, but Board in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in accordance with this Section 53(b)(ii).

Annual Bonus. During Beginning with the TermFiscal Year that ends in calendar year 2017 (“Fiscal Year 2017”), Employee for each Fiscal Year that occurs during the Term the Executive shall be eligible to receive earn an annual performance cash bonus payment (a the “Performance Bonus”) for each calendar year pursuant under the Company’s Executive Officer Annual Incentive Plan, as amended from time to an annual cash performance bonus program time (the “Bonus Plan”), based upon the achievement of performance goals by the Company and its subsidiaries for each such Fiscal Year established by the Compensation Committee. Pursuant The Compensation Committee shall establish objective criteria to be used to determine the terms extent to which such performance goals have been satisfied. The range of the Bonus opportunity for each Fiscal Year will be as determined by the Compensation Committee based upon the extent to which such performance goals are achieved; provided that the annual target Bonus opportunity shall be $6 million for each such Fiscal Year (the “Target Bonus”), and provided, further, that for each Fiscal Year, the maximum Bonus payable, pursuant to this Section 4(b), shall equal two hundred percent (200%) of the Target Bonus for such Fiscal Year. Notwithstanding the foregoing, in no case may the Bonus for any Fiscal Year exceed the maximum annual bonus payable to any single individual pursuant to the Bonus Plan, it being agreed that said maximum amount shall in no event be less than $12 million per Fiscal Year. The performance goals, metrics and targets (and percentage payouts at Threshold, Target and Maximum) (collectively, “Performance Conditions”) applicable to the Executive’s Bonus for each annual Performance Bonus Fiscal Year shall be payable based on consistent with the achievement Performance Conditions that are applicable to annual bonuses for the Company’s other named executive officers under Item 402(a)(3) of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 100% of Employee’s annual Base Salary in effect on the last day of the applicable calendar year Regulation S-K (the “Target Performance BonusSEC Named Executive Officers”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar yearhowever, the Board (or a designated committee thereof) will determine and establish in writing (i) the strategic financial goal that is applicable performance targetsto the other SEC Named Executive Officers shall not be applicable to the Executive, (ii) this sentence shall not apply to any one-time bonus arrangements made in connection with the percentage hiring of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, any new SEC Named Executive Officer and (iii) such nothing herein shall be construed as precluding or limiting the Compensation Committee from applying a higher range for outperformance for Executive as compared to other applicable terms and conditions SEC Named Executive Officers in a manner no less favorable to the Executive than its past practice. The Bonus, if any, payable to the Executive in respect of the Bonus Plan necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986any Fiscal Year, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid at the same time that bonuses are paid to Employee as soon as administratively feasible following preparation other executives of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 any event, within two and one-half (2½) months after the conclusion of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5Fiscal Year.

Annual Bonus. During (i) The Board’s compensation committee (the Term, Employee “Compensation Committee”) shall be eligible review Executive’s performance at least annually following each calendar year of the Employment Period and cause the Company to receive an annual performance award Executive such bonus payment (a “Performance Bonus”) as the Compensation Committee shall reasonably determine as fairly compensating and rewarding Executive for services rendered to the Company and/or as an incentive for continued service to the Company. Subject to the following sentence of this Section 5(b)(i), the amount of Executive’s Bonus shall be determined in the sole and absolute discretion of the Compensation Committee and shall depend on, among other things, the Company’s achievement of certain performance levels established from time to time by the Compensation Committee (such performance levels, as from time to time established by the Compensation Committee, the “Performance Levels”), which may (in the sole and absolute discretion of the Compensation Committee) include, without limitation, growth of earnings, funds from operations per share of Company stock, earnings per share of Company stock and Executive’s performance and contribution to increasing the funds from operations. It is anticipated that the Performance Levels will be set for each calendar year pursuant to an annual cash performance bonus program (the “Bonus Plan”). Pursuant to the terms of the Employment Period so that Executive can reasonably be expected to earn a Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewithan amount equal to $300,000 for calendar year 2016, and beginning in 2017, $400,000 for each calendar year Employee’s target Performance Bonus shall be equal to 100% of Employee’s annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “CodeTarget”). Except Any Bonus payable to Executive as otherwise provided contemplated by this Section 5(b) shall be payable fifty percent (50%) in Section 5, any Performance Bonus that Employee becomes entitled to receive cash and fifty percent (as a result of the applicable performance targets ultimately being achieved50%) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation in shares of the Company’s unaudited financial statements restricted stock, with such shares to be valued for such purposes at a price per share equal to the applicable calendar yearMarket Value (as defined in Exhibit A attached hereto) of a share of the Company’s common stock determined as of the date on which the amount of such Bonus is determined by the Compensation Committee (such date, but the “Bonus Grant Date”) and which shares shall vest in no event later than equal portions on the first, second and third year anniversaries of the Bonus Grant Date, subject to Executive then being employed by the Company hereunder or to such other conditions as may apply hereunder. The restricted stock portion of the Bonus is referred to in this Agreement as the “Bonus Award Restricted Stock.” Each award of Bonus Award Restricted Stock shall be subject to an equity compensation plan of the Company and shall be subject to Executive’s execution of a standard Company restricted stock agreement consistent with the terms of this subsection. The Company shall pay the cash portion of any Bonus to Executive on or before March 15 15th of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5.

Annual Bonus. During the Termterm of this Agreement, Employee shall be eligible have a target annual bonus opportunity equal to receive an annual performance 135% of his base salary at the highest annualized rate in effect during the year preceding payment of such bonus payment (a the “Performance Target Bonus”) for each calendar year pursuant ). During the term of this Agreement, Employee shall participate under the currently existing cash annual incentive plan of NCI Building Systems, Inc., as amended and restated from time to an annual cash performance bonus program time (the “Bonus Plan”). Pursuant to the terms of the Bonus Plan) or, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 100% of Employee’s annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy the requirements of Section 409A is amended, replaced or superseded, under any amended, replacement or successor bonus program adopted for senior executives of the Internal Revenue Code of 1986Company and its Affiliates. Bonuses, as amended (the “Code”). Except as otherwise provided in Section 5if any, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation pursuant to the Bonus Plan shall be paid after the end of each fiscal year of the Company’s unaudited financial statements for Company at the applicable calendar yearsame time as bonuses are paid to other participants, but in no event later than March 15 of the following calendar year following year. Employee understands that bonuses cannot be earned under the calendar year Bonus Plan except as specifically set forth therein based on the level of participation specified by the Compensation Committee in its discretion, but acknowledging the target annual bonus opportunity set forth herein, and, if the employment of a participant terminates for any reason prior to which such Performance Bonus relates. For purposes of clarity, the reference certain dates specified in the preceding sentence Bonus Plan, no bonus shall be payable thereunder except as expressly provided in this Section 4 and in Section 5 of this Agreement. In the event that Employee’s employment terminates for any reason other than by the Company for Cause, after the end of the fiscal year but before payment of the bonus for that fiscal year, Employee shall be entitled to a Performance receive the amount of the bonus that would have otherwise been payable under the Bonus being deemed “earned” Plan, as determined by the Compensation Committee, on the last day date bonuses are paid to other participants. Employee also understands that the Bonus Plan may be amended, replaced, superseded or terminated at any time and from time to time by the Board in its sole discretion, but in such event, Employee will still have the opportunity to earn a bonus subject to the achievement of performance goals established by the calendar year applies to a calendar year for which Employee is employed through Compensation Committee at the last day of the calendar year, except as otherwise provided in Section 5target annual bonus level set forth herein.

Annual Bonus. During In addition to the TermBase Salary, Employee Executive shall be entitled to receive an Annual Bonus for calendar year 1999 of up to 100% of Executive's Base Salary should the 1999 calendar year Adjusted EBITDA of the Company and Atlas Plumbing & Mechanical, Inc., combined, equal or exceed $4,500,000 and which shall accrue proportionately once such Adjusted EBITDA reaches $4,000,000. An example of the manner in which the Annual Bonus shall accrue is attached hereto as Schedule A. Executive shall be entitled to receive an Annual Bonus for calendar year 2000 of up to 100% of Executive's then Base Salary should the Company's 2000 calendar year Adjusted EBITDA equal or exceed $5,850,000 and which shall accrue proportionately once said Adjusted EBITDA reaches $5,200,000. "Adjusted EBITDA" shall mean, as of a specified date, the Company's (or the Company and Atlas Plumbing & Mechanical, Inc.'s in the case of the 1999 calendar year) earnings before interest, taxes, depreciation and amortization computed for the twelve (12) full calendar months immediately preceding such specified date, and shall exclude any corporate charges or credits from AMPAM (or any of its affiliates) to the Company and exclude any effect of the Tim Lear Phantom Stock deferred compensation plan, and shalx xxxxxxe for the 1999 calendar year addbacks as categorized in the Atlas Plumbing & Mechanical, Inc.'s Information Memorandum dated May 1999 and shall treat as operating leases those leases which Atlas Plumbing & Mechanical, Inc. has in the past treated as operating leases. AMPAM shall adopt an incentive bonus plan for subsequent years under which Executive and other officers of the AMPAM Companies will be eligible to receive an annual bonus awards in amounts that are competitive with those provided to similarly situated executives within the AMPAM Companies and commensurate with the performance bonus payment (a “Performance Bonus”) for each calendar year pursuant to an annual cash performance bonus program (the “Bonus Plan”). Pursuant to the terms of the Bonus PlanCompany, each annual Performance Bonus as reasonably determined by the AMPAM Board. Annual Bonuses and any other performance or incentive bonuses shall not be payable unreasonably withheld, and any such bonus based on the achievement of reasonable performance targets established in accordance herewith, and for each previous calendar year Employee’s target Performance Bonus shall be equal to 100% of Employee’s annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation the Executive in lump sum no later than April 30th of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to in which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “bonus was earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5.

Annual Bonus. During the Term, Employee shall be eligible to receive an annual performance bonus payment (a “Performance Bonus”) for each calendar year pursuant to an annual cash performance bonus program (the “Bonus Plan”). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 100% of Employee’s annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) and the Employee will mutually determine and will establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through on the last day of the calendar year, except as otherwise provided in Section 5.

Annual Bonus. During For each Fiscal Year that occurs during the Term, Employee the Executive shall be eligible to receive an annual performance bonus payment (a “Performance Bonus”) for each calendar year pursuant to earn an annual cash performance bonus program (the “"Bonus") under the Company's Executive Officer Annual Incentive Plan, as amended from time to time (the "Bonus Plan”"), based upon the achievement by the Company and its subsidiaries of performance goals for each such Fiscal Year established by the Compensation & Organizational Development Committee of the Board of Directors (the "Compensation Committee"). Pursuant The Compensation Committee shall establish objective criteria to be used to determine the terms extent to which such performance goals have been satisfied. The range of the Bonus opportunity for each Fiscal Year will be as determined by the Compensation Committee based upon the extent to which such performance goals are achieved, provided that the annual target Bonus opportunity shall be $9 million for each such Fiscal Year (the "Target Bonus"), and provided further that for each Fiscal Year, the maximum Bonus payable pursuant to this Section 4(b) shall equal 150% of the Target Bonus for such Fiscal Year. Notwithstanding the foregoing, in no case may the Bonus for any Fiscal Year exceed the maximum annual bonus payable to any single individual pursuant to the Bonus Plan, it being agreed that said maximum amount shall in no event be less than $13.5 million per Fiscal Year. The performance goals, metrics and targets (and percentage payouts at Threshold, Target and Maximum) (collectively, "Performance Conditions") applicable to Executive's Bonus for each annual Performance Bonus Fiscal Year shall be payable based on consistent with the achievement of reasonable performance targets established in accordance herewith, and Performance Conditions that are applicable to annual bonuses for each calendar year Employee’s target Performance Bonus shall be equal to 100% of Employee’s annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Bonus”)Company's other SEC Named Executive Officers; provided, however, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target foregoing shall not apply to the strategic financial goal (from which Executive has heretofore been excluded) and shall not be construed as precluding the Compensation Committee from applying Performance Bonus for Conditions to Executive and other SEC Named Executive Officers in a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretionmanner generally consistent with past practice. For each calendar yearThe Bonus, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targetsif any, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage the Executive in respect of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and Fiscal Year will be paid at the same time that bonuses are paid to Employee as soon as administratively feasible following preparation other executives of the Company’s unaudited financial statements for the applicable calendar year, but in no any event later than March 15 within two and one-half months after the conclusion of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5Fiscal Year.

Annual Bonus. During the TermEmployment Period, Employee shall be eligible to receive an annual performance bonus payment (a “Performance Bonus”) for each calendar year pursuant to an annual cash performance bonus program (the “Bonus Plan”). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 100% or such greater percentage as is determined by the Compensation Committee (the “Target Performance Bonus Percentage”) of Employee’s annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Bonus”)year; provided, however, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus Percentage for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) Compensation Committee in its discretion. For each calendar year, the Board (or a designated committee thereof) Compensation Committee will determine and establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to be exempt from or to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 56, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5.6

Annual Bonus. During the Employment Term, the Employee shall be eligible to receive an annual performance discretionary incentive payment under the Company’s annual bonus payment (a “Performance Bonus”) for each calendar year pursuant plan as may be in effect from time to an annual cash performance bonus program time (the “Bonus PlanAnnual Bonus”). Pursuant , based on a target bonus opportunity equal to the terms 125% of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 100% of Employee’s annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage ) and a maximum bonus opportunity of Employee’s annual Base Salary that applies for purposes 200% of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) Base Salary, upon the attainment of one or more pre-established performance goals established by the Board (or a designated committee thereof) in its sole discretion. For each It is expected that such performance criteria will be based on both financial and non-financial goals, and may be set at any point during the calendar yearyear (it being intended that such criteria will be established during the Company’s annual budgeting process). The Board (or a committee thereof) shall reserve the right to adjust the applicable performance criteria during the calendar year (it being understood that any such adjustment shall only be implemented, if, in the reasonable judgment of the Board (or a designated committee thereof), it is determined to be necessary to adapt to changing circumstances, and not with the intention of increasing the difficulty of achieving the applicable NY\2533556.8 performance criteria). The Company expects that the Company’s Chief Executive Officer will formally review the Employee’s performance at least annually in consultation with the Employee, provided, however, if a President is then serving, the Company’s President shall conduct such review of the Employee’s performance. The Employee’s Annual Bonus for a calendar year shall be determined by the Board (or a committee thereof) will determine and establish in writing (i) after the end of the applicable performance targets, (ii) calendar year based on the percentage level of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result achievement of the applicable performance targets ultimately being achieved) will criteria, and shall be deemed earned on paid to the last day of Employee in the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, (but in no event later than March 15 of the such calendar year year) following the calendar year to which such Performance Annual Bonus relates. For purposes of clarity, relates at the reference in the preceding sentence same time annual bonuses are paid to a Performance Bonus being deemed “earned” on the last day other senior executives of the calendar year applies Company, subject to a calendar year for which Employee is employed through continued employment at the last day time of the calendar year, except as otherwise provided in Section 5payment.

Annual Bonus. During For fiscal year 1996 (ending February 4, 1997) and for each fiscal year that begins during the TermEmployment Period (each such fiscal year, Employee a "Bonus Year"), Executive shall be eligible entitled to receive an annual performance a bonus payment (each, a “Performance "Bonus”") as hereinafter set forth. The Bonus for each calendar year pursuant to an annual cash performance bonus program (the “Bonus Plan”). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus Year 1996 shall be $175,000, payable based on or before February 1, 1997. For Bonus Year 1997 (ending January 31, 1998), Executive shall be entitled to receive a Bonus of 50% of Base Salary conditioned upon the achievement satisfaction of reasonable (a) Company performance targets goals established in accordance herewithby the Committee for such Bonus Year and (b) personal performance goals submitted by the Executive to, and approved by, the Company and the Committee for such Bonus Year. Company and personal performance goals are herein referred to collectively as the "Performance Goals". For Bonus Year 1998 (ending January 30, 1999), and for each calendar year Employee’s target Performance Bonus Year thereafter, Executive shall be equal to 100% of Employee’s annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result Bonus of 75% of Base Salary conditioned upon satisfaction of the applicable performance targets ultimately being achieved) will Performance Goals for such Bonus Year. In the event the Performance Goals for any Bonus Year are not fully satisfied, the Committee shall have the right, but not the obligation, to grant a partial Bonus for such Bonus Year. The Performance Goals for each Bonus Year shall be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee established as soon as administratively feasible possible following preparation the beginning of such Bonus Year. The Bonus earned for any Bonus Year shall be payable promptly following the Company’s unaudited financial statements for the applicable calendar yeardetermination thereof, but in no event later than March 15 90 days following the end of each Bonus Year. If (a) the Employment Period shall expire or terminate and (b) Employee is entitled to payment of a bonus pursuant to Section 6 hereof, the Bonus payable for the Bonus Year in which the Employment Period terminates or expires shall equal the Bonus that would have been paid had the Employment Period not so terminated or expired, multiplied by a fraction, the numerator of which shall be the number of days of the calendar year following Employment Period within the calendar year to Bonus Year and the denominator of which such Performance Bonus relatesshall be 365. For the purposes of claritydetermining the amount of Bonus payable pursuant to the immediately preceding sentence, it shall be assumed that all conditions to payment based upon performance by the reference Executive (e.g. personal performance goals) have been satisfied. Notwithstanding anything to the contrary contained herein or in the preceding sentence Employer's Bonus Plan, in the event (y) the Employment Period shall end for any reason whatsoever on a day prior to payment to Executive of a Performance Bonus being deemed “earned” on for the last day of full Bonus Year contained within the calendar year applies Employment Period, and (z) Executive would have been entitled to receive a calendar year Bonus for which Employee is employed through such last full Bonus Year had the Employment Period not ended - then, Employer shall pay to Executive the Bonus for such last day of full Bonus Year as and when such Bonus would have been paid had the calendar year, except as otherwise provided in Section 5Employment Period not ended.

Annual Bonus. During the Term, Employee shall be eligible to receive an annual performance bonus payment (a “Performance Bonus”) for each calendar year pursuant In addition to an annual cash performance base salary, if Xxxxxxx achieves the factors and criteria for annual bonus program (the “Bonus Plan”). Pursuant to the terms compensation hereinafter described for any calendar year of the Bonus PlanCompany, each then the Company shall pay annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and bonus compensation to Xxxxxxx for each calendar year Employee’s target Performance Bonus shall be equal to 100% of Employee’s annual Base Salary in effect on the last day of the applicable such calendar year (the an “Target Performance Annual Bonus”); provided, that not later than 75 days following the percentage end of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, determined and calculated in accordance with the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage percentages set forth on Exhibit A attached hereto. 50% of the target annual performance is achievedtotal dollar amount of each Annual Bonus shall be paid in cash and the remaining 50% of the total dollar amount of each Annual Bonus shall be paid in the form of equity awards, and (iii) such other applicable including, without limitation, restricted shares and/or options to purchase common shares of the Company, upon terms and conditions as determined by the Company. For purposes of determining the number of any restricted shares and/or the number of any options to purchase common shares of the Bonus Plan necessary to satisfy the requirements of Section 409A Company that are awarded in payment of the Internal Revenue Code amount of 1986each Annual Bonus that is to be paid in the form of equity awards, the value of those restricted shares and/or options shall be determined based on the fair market value of the common shares of the Company on the date of grant and using the same methodology and the same valuation assumptions as amended are utilized by the Company for determining the value of those restricted shares and/or options for financial statement reporting purposes. The Company’s award of Annual Bonus compensation to Xxxxxxx shall be determined by the factors and criteria, including the financial performance of the Company and the performance by Xxxxxxx of his duties hereunder, that may be established from time to time for the calculation of Annual Bonus awards by the Executive Compensation Committee (the “CodeCommittee”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result ) of the Board. The performance metrics and specific targets applicable performance targets ultimately being achieved) will be deemed earned on to the last day Company’s award of Annual Bonus compensation to Xxxxxxx for the calendar year ended December 31, 2008 have been communicated in writing to which such bonus relates and will be paid to Employee Xxxxxxx by the Company as soon as administratively feasible following preparation of the date of this Agreement. For each of the Company’s unaudited financial statements calendar years in the Contract Period subsequent to 2008, the Company will provide Xxxxxxx with written notice of the performance metrics to be used and the specific targets applicable to the Company’s award of Annual Bonus compensation to Xxxxxxx for the applicable such calendar year, but in no event year not later than March 15 of such year in a format substantially similar to that provided by the calendar year following the calendar year Company to which such Performance Bonus relates. For purposes of clarity, the reference Xxxxxxx as described in the immediately preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in this Section 53.2.

Annual Bonus. During the Term, Employee The Executive shall be eligible to receive an annual performance participate in any bonus payment compensation program that may be established by the Board of Directors of Holdings or, if Holdings ceases to own all of WellCare's issued and outstanding shares of common stock, then the Board of Directors of WellCare (a “Performance Bonus”in either case, the "Board") for each calendar year pursuant to an annual cash performance bonus program (the “Bonus Plan”). Pursuant to the terms benefit of senior executives of the Bonus Plan, each annual Performance Bonus WellCare Group. Any such bonus compensation shall be payable in the form of cash or equity of Holdings, to be paid by the Company within 30 days after the receipt and approval by the Board of the WellCare Group's audited fiscal year-end financial statements. The Executive's initial annual bonus potential shall be 50% of the Base Salary. The determination of the bonus amount for any such fiscal year (or part thereof) shall be based upon the satisfaction of performance criteria for such fiscal year that will be established by the compensation committee of the Board (the "Compensation Committee") (or the full Board, if no such committee shall exist) in its discretion and upon consultation with the Chief Executive Officer by no later than the earlier of 90 days after the Board has approved the WellCare Group's budget for such fiscal year or the end of the first fiscal quarter of such fiscal year. Such performance criteria will include corporate performance goals consistent with the WellCare Group's business plan and budget for such fiscal year, as well as individual objectives for the Executive's performance that are separate from, but are consistent with, such WellCare Group's business plan and budget. The final determinations as to the actual corporate and individual performance against the pre-established goals and objectives, and the amounts of the bonus payout in relationship to such performance, shall be made by the Compensation Committee (or Board, as applicable) in its sole discretion, based on the achievement input and recommendations of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus the Chief Executive Officer. The Executive shall be equal eligible to 100% of Employee’s annual Base Salary participate in effect any bonus compensation program pursuant to this Section 3(c) for the fiscal year ending December 31, 2003 on the last same basis as other senior executives of the WellCare Group, as though the Executive had been employed by the Company beginning on the first day of the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar such fiscal year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5.

Annual Bonus. During For each calendar year during the TermContract Period while Executive is employed by DDR, Employee subject to achievement of the applicable performance criteria, the Company shall be eligible to receive make an annual performance bonus incentive payment to Executive, in cash, for such calendar year (a an “Performance Annual Bonus”) for each between January 1 and March 15 of the immediately subsequent calendar year pursuant to an annual cash performance bonus program year, determined and calculated in accordance with the percentages set forth on Exhibit A attached hereto (the “Bonus Plan”). Pursuant and rounded to the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 100% of Employee’s annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Bonus”nearest dollar); provided, however, that for 2016 and 2019, the percentage Annual Bonus payout shall be pro-rated based on the number of Employeedays Executive is employed by the Company during such calendar year. The Company’s annual Base Salary payment of an Annual Bonus to Executive shall be determined based on the factors and criteria that applies for purposes of determining Employee’s Target Performance Bonus for a given year have been or may be increased above 100% (but not decreased without established from time to time for the Employee’s written consent) calculation of the Annual Bonus by the Board Committee after consultation with Executive; provided, however, that for 2016, the Annual Bonus payout for Executive will be no less than the “Target” payout amount set forth on Exhibit A attached hereto (or a designated committee thereof) pro-rated as described in its discretionthe immediately preceding sentence), subject to increase in the sole discretion of the Committee based on the applicable factors and criteria as set forth on Exhibit A attached hereto. For the avoidance of doubt, Executive’s start date of July 8, 2016 will be used for the 2016 Annual Bonus proration, and assuming that Executive remains employed through December 31, 2016, Executive’s 2016 Annual Bonus shall be no less than $484,932. For each calendar yearyear of the Company in the Contract Period (beginning with 2017) while Executive is employed by DDR, the Board (or a designated committee thereof) the Committee will determine establish, in consultation with Executive, and establish in writing (i) thereafter provide Executive with written notice of, the performance metrics and their relative weighting to be used in, and any specific threshold, target and maximum performance targets applicable performance targetsto, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage determination of the target annual performance is achieved, and (iii) Annual Bonus for Executive for such other applicable terms and conditions of the Bonus Plan necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event not later than March 15 of such year. There is no guaranteed Annual Bonus under this Agreement for calendar years following 2016, and for each such year, Executive’s Annual Bonus could be as low as zero or as high as the calendar year following maximum percentage set forth on Exhibit A attached hereto. Notwithstanding anything in this Agreement to the calendar year contrary, each Annual Bonus after the 2016 Annual Bonus shall be on the terms and subject to such conditions as are specified for the particular Company plans or programs pursuant to which such Performance the Annual Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5granted.

Annual Bonus. During the Employment Term, the Employee shall be eligible to receive an annual performance discretionary incentive payment under the Company’s annual bonus payment (a “Performance Bonus”) for each calendar year pursuant plan as may be in effect from time to an annual cash performance bonus program time (the “Bonus Plan”). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 100% of Employee’s annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Annual Bonus”); provided, that the percentage based on a target bonus opportunity of Employee’s annual Base Salary that applies for purposes 150% of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) Base Salary and a maximum bonus opportunity of 200% of the Employee’s Base Salary, upon the attainment of one or more pre-established performance goals established by the Board (or a designated committee thereof) in its sole discretion. For each It is expected that such performance criteria will be based on both financial and non-financial goals, will be set in consultation with the Employee, and may be set at any point during the calendar yearyear (it being intended that such criteria will be established during the Company’s annual budgeting process). The Board (or a committee thereof) shall reserve the right to adjust the applicable performance criteria during the calendar year (it being understood that any such adjustment shall only be implemented, if, in the reasonable judgment of the Board (or a designated committee thereof), it is determined to be necessary to adapt to changing circumstances, and not with the intention of increasing the difficulty of achieving the applicable performance criteria). The Company expects that the Board (or a committee thereof) will determine and establish formally review performance at least annually in writing consultation with the Employee. The Employee’s Annual Bonus for a calendar year shall be determined by the Board (ior a committee thereof) after the end of the applicable performance targets, (ii) calendar year based on the percentage level of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result achievement of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates criteria, and will shall be paid to the Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Annual Bonus relates. For purposes of clarity, relates at the reference in the preceding sentence same time annual bonuses are paid to a Performance Bonus being deemed “earned” on the last day other senior executives of the calendar year applies Company, subject to a calendar year for which Employee is employed through continued employment at the last day time of the calendar year, except as otherwise provided in Section 5payment.

Annual Bonus. During For each complete calendar year that Executive is employed with the TermCompany hereunder during the Term (each such calendar year, Employee a “Bonus Year”), Executive shall be eligible to receive an annual performance cash bonus payment award (a each, an “Performance Annual Bonus”) for each calendar year pursuant under the Parent’s short-term incentive plan (as may be in effect from time to an annual cash time, “STIP”), subject to and conditioned on the Parent’s overall performance bonus program and financial results together with any other terms and conditions of the STIP that may be established by the Board or the Compensation Committee of the Board (the “Compensation Committee”) for that Bonus Year (generally and collectively, the “STI Performance Plan”). Pursuant Unless otherwise established by the Board or the Compensation Committee, the incentive opportunity available to Executive shall be based on, and the terms amount of each Annual Bonus shall have, a target value of no less than of 75% (“STI Bonus Target”) of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement annualized rate of reasonable performance targets established in accordance herewith, and for each calendar year EmployeeExecutive’s target Performance Bonus shall be equal to 100% of Employee’s annual Effective Base Salary in effect on as of the last day of the applicable Bonus Year. For the 2018 calendar year year, Executive will be eligible for a pro-rated Annual Bonus (the “Target Performance 2018 Bonus”); provided, that the percentage ) with a target value of Employee75% of Executive’s annual Base Salary that applies base earnings earned and received from the Company for purposes of determining Employee2018 (as reflected on Executive’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without W-2). Notwithstanding the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar yearforegoing, the Board (or a designated committee thereof) will determine and establish in writing (i) unless the Compensation Committee determines otherwise, Executive shall not be entitled to any payment of an Annual Bonus (or the 2018 Bonus) for any Bonus Year in which the Parent does not achieve the vesting requirements and other conditions set forth in the applicable performance targetsSTI Performance Plan, as determined by the Compensation Committee in its sole discretion; (ii) the percentage actual amount of annualized Base Salary payable each Annual Bonus (and the 2018 Bonus), if any, paid to Employee if some lesser or greater percentage Executive is subject to determination in the sole discretion of the target annual performance is achieved, and Compensation Committee; (iii) Executive shall not be entitled to any Annual Bonus (or the 2018 Bonus) if Executive’s employment under this Agreement is terminated by the Company for Cause prior to the date of payment of such other applicable terms and conditions Annual Bonus (or the 2018 Bonus); and, (iv) subject to the exceptions set forth herein, Executive shall not be entitled to any Annual Bonus (or the 2018 Bonus) for any Bonus Year if Executive is not employed by the Company on the date the Compensation Committee approves payment of such Annual Bonus (or the 2018 Bonus). It is expected but not guaranteed that payment of the Annual Bonus Plan necessary to satisfy (and the requirements of Section 409A 2018 Bonus), if any, will be approved in connection with the finalization of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the CompanyParent’s unaudited annual financial statements for the applicable calendar year, Bonus Year to which it relates and paid as promptly as practicable following such approval but in no event later than March 15 December 31 of the calendar year following the calendar year applicable Bonus Year. The Compensation Committee may, in its sole discretion, determine that up to which 50% of the value of any Annual Bonus (and 2018 Bonus) shall be paid in stock of the Parent and the remainder of such Performance Annual Bonus relates(and 2018 Bonus) be paid in cash. For purposes of clarityeach Bonus Year during the Term, the reference in Compensation Committee will review the preceding sentence to a Performance Bonus being deemed “earned” on STIP and establish the last day structure, terms and conditions (including performance objectives, metrics, goals and incentive opportunities) of the calendar year applies to a calendar year for which Employee is employed through STI Performance Plan and the last day target value of the calendar year, except incentive opportunity (“Effective STI Bonus Target”) provided to Executive for the Bonus Year as otherwise provided in Section 5it deems appropriate.

Annual Bonus. During the Term, Employee shall be eligible to receive an annual performance bonus payment (a “Performance Bonus”) for each calendar year pursuant to an annual cash performance bonus program (the “Bonus Plan”). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 100% 120%, or such greater percentage as is determined by the Board (or a designated committee thereof), (the “Target Performance Bonus Percentage”) of Employee’s annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Bonus”)year; provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus Percentage for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5.

Annual Bonus. During the Term, For each Transferred Employee shall be who is eligible to receive for an annual cash bonus under any annual cash performance bonus payment and incentive plans sponsored by Seller (each, a “Performance BonusSeller Incentive Plan”) for each calendar year pursuant to an annual cash performance bonus program (the “Bonus Plan”). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 100% of Employee’s annual Base Salary in effect on the last day of the applicable 2017 calendar year (the “Target Performance BonusBonus Year”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (Seller shall calculate all accrued but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) unpaid Liabilities payable to such Transferred Employees under the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage Seller Incentive Plan as of the target annual performance is achievedTransition Date (and, and (iii) such other applicable terms and conditions for the avoidance of doubt, pro-rated based on the Bonus Plan necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result relative portion of the applicable performance targets ultimately being achievedperiod that has elapsed through the Transition Date) will (such amount, the “Transition Date Bonus Amount”) and provide Purchaser a schedule of the Transition Date Bonus Amount and the amount payable to each such Transferred Employee (the “Transition Date Bonus Amount Schedule”). Within thirty (30) days following the Closing Date, Seller shall make a cash payment to Purchaser in an amount equal to the Transition Date Bonus Amount (such date, the “Transition Date Bonus Amount Transfer Date”). Purchaser or its Affiliates shall be deemed earned responsible for the payment of bonus amounts with respect to Transferred Employees for the Bonus Year and, (i) shall pay the Transition Date Bonus Amount to the Transferred Employees in accordance with and in the amounts set forth on the last day Transition Date Bonus Amount Schedule and (ii) for the avoidance of doubt, shall pay any such Transferred Employee who is otherwise entitled to a bonus under the applicable Purchaser (or Purchaser Affiliate) annual bonus plan an annual bonus in respect of the calendar year Bonus Year, pro-rated based on the relative portion of the applicable performance period that has elapsed after the Transition Date, provided such Transferred Employee remains eligible for such annual bonus on such terms as would apply to which similarly situated employees of the Purchaser or its Affiliates. Purchaser or its Affiliates may pay the Transition Date Bonus Amounts to Transferred Employees when Purchaser or its Affiliates pay annual bonuses for 2017 to similarly situated employees in the normal course of business; provided, however, that if any Transferred Employee terminates employment with Purchaser or its Affiliate prior to the date such bonus relates and will annual bonuses would be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” normal course of business, Purchaser or its Affiliate will pay such individual the bonus amount specified on the last day of Transition Date Bonus Amount Schedule in the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar yearindividual’s final paycheck. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, except as otherwise provided in Section 5MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Annual Bonus. During With respect to each fiscal year of the Company ending during the Employment Term, Employee Executive shall be eligible to receive earn an annual performance bonus payment award (a an “Performance Annual Bonus”) for each calendar year pursuant to an annual cash performance bonus program in such amount as shall be determined by the Compensation Committee of the Board (the “Bonus PlanCompensation Committee”). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable ) based on the achievement by the Company of reasonable performance targets goals established in accordance herewith, and by the Compensation Committee for each calendar year Employeesuch fiscal year. Such performance goals shall be no less favorable to the Executive than the performance goals used to determine the amount of bonus payable to any other executive of the Company whose bonus is based in whole or in part on corporate performance. The Compensation Committee shall establish objective criteria to be used to determine the extent to which performance goals have been satisfied. For Calendar years 2005, 2006 and 2007, Executive shall earn an Annual Bonus award if net earnings per share to common shareholders of the Company, calculated on a fully diluted basis and according to GAAP, which shall include expense for equity arrangements such as options, SARs or restricted shares, but shall exclude bonus expense, as determined by the Company’s target Performance outside auditors, excluding the after-tax impact of any extraordinary or special items that the Board determines in good faith are not appropriately includable in the Annual Bonus calculation because such items do not accurately reflect the operating performance of the Company, such as inventory write ups and write downs, LIFO adjustments, asset purchase or sale-related gains or losses and acquisition-related write downs (“Adjusted EPS”), is at least equal to $2.40. Upon achievement of an Adjusted EPS of $2.40, the Annual Bonus shall equal fifty percent (50%) of his Base Salary (the “Base Bonus”). For each $0.01 increase in the applicable fiscal year’s Adjusted EPS above $2.40, the Annual Bonus shall be increased by an amount equal to 100% one percent of EmployeeExecutive’s annual Base Salary Salary, provided that in effect on no event shall the last day of the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage of EmployeeAnnual Bonus be greater than four times Executive’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Salary. The Annual Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will shall be paid to Employee as soon as administratively feasible following preparation of Executive no later than fifteen business days after the outside auditors approve the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5-end earnings release.”

Annual Bonus. During For each calendar year ending during the TermEmployment Period, Employee Executive shall be eligible have the opportunity to receive an annual performance bonus payment (a “Performance Bonus”) for each calendar year pursuant to an annual cash performance bonus program (the “"Annual Target Bonus Plan”Opportunity"). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewithtarget levels of performance, and for each calendar year Employee’s target Performance Bonus shall be equal to 10080% of Employee’s annual his Base Salary in effect Salary, PROVIDED THAT, so long as Executive is employed on the last day of the calendar year, in no event shall the annual bonus payable to Executive for the Company's 2000 fiscal year be less than an amount equal to 50% of Executive's Base Salary, regardless of whether any applicable calendar performance criteria have been met. Depending on actual results as measured against the performance objectives established, Executive's actual bonus payment may range from (i) a low of (A) 50% of Executive's Base Salary with respect to the Company's 2000 fiscal year and (B) zero for subsequent fiscal years to (ii) a maximum of 120% of Executive's Base Salary for each full fiscal year during the Employment Period. Subject to the guaranteed minimum set forth above, the actual bonus, if any, payable for any such year shall be determined in accordance with the terms of the Company's Executive Officers' Bonus Plan (the “Target Performance Bonus”); provided, that "Annual Plan") based upon the percentage performance of Employee’s annual Base Salary that applies for purposes the Company and/or Executive against target objectives established under such Annual Plan. The determination of determining Employee’s Target Performance Bonus for a given year may whether and to what extent the requisite performance objectives have been met shall be increased above 100% (but not decreased without the Employee’s written consent) made by the Board committee responsible for administering the Annual Plan, whose determination shall be final. Subject to Executive's election to defer all or a portion of any annual bonus payable hereunder pursuant to the terms of any deferred compensation or savings plan or arrangement maintained or established by the Company, any annual bonus payable under this Section 3(b) shall be paid to Executive in accordance with the terms of the Annual Plan, PROVIDED, however, that, regardless of the terms of such Annual Plan, Executive shall have the right to defer payment of up to that portion of his annual bonus which, when coupled with any portion of his Base Salary deferred for the same year of service, does not exceed 50% (or a designated committee thereofsuch greater percentage as the Company shall permit) in its discretion. For each calendar year, of the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the percentage sum of annualized his Base Salary payable and his annual bonus, PROVIDED, HOWEVER, THAT, any portion of Executive's annual bonus which would not be deductible to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of Company pursuant to the Bonus Plan necessary to satisfy the requirements provisions of Section 409A 162(m) of the Internal Revenue Code of 1986, as amended (the “"Code”"), shall be deferred. Except as Unless Executive shall otherwise provided in Section 5elect a different payment date or dates or a different number of payments, any Performance Bonus that Employee becomes entitled portion of Executive's annual bonus and/or Base Salary which is deferred in accordance with this Section 3 (whether at Executive's election or by reason of Section 162(m)) shall be payable to receive (Executive in a single lump sum as soon as practicable following termination of Executive's employment for any reason and shall be credited with interest, on a result of the applicable performance targets ultimately being achieved) will be deemed earned compounded basis, on the last day of each calendar quarter, at 1% above the prime rate (as reported in The Wall Street Journal, Eastern Edition), as in effect on the first day of each such calendar quarter. Any election by Executive to change the timing of the distribution of the deferred amounts and/or the number of payments to be made shall be made in writing in a calendar year prior to which the date payment is to be made, and shall only be effective if Executive completes at least six months' additional service as an employee following the date any such bonus relates and will be paid to Employee as soon as administratively feasible following preparation election is filed with the Secretary of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5.

Annual Bonus. During (i) The Board’s compensation committee (the Term, Employee “Compensation Committee”) shall be eligible review Executive’s performance at least annually following each calendar year of the Employment Period and cause the Company to receive an annual performance award Executive such bonus payment (a “Performance Bonus”) as the Compensation Committee shall reasonably determine as fairly compensating and rewarding Executive for services rendered to the Company and/or as an incentive for continued service to the Company. The amount of Executive’s Bonus shall be determined in the sole and absolute discretion of the Compensation Committee and shall depend on, among other things, the Company’s achievement of certain performance levels established from time to time by the Compensation Committee (such performance levels, as from time to time established by the Compensation Committee, the “Performance Levels”), which may (in the sole and absolute discretion of the Compensation Committee) include, without limitation, growth of earnings, funds from operations per share of Company stock, earnings per share of Company stock and Executive’s performance and contribution to increasing the funds from operations as well as such individual goals for the Executive as the Compensation Committee may deem appropriate. It is anticipated that the Performance Levels will be set for each calendar year pursuant of the Employment Period so that Executive can reasonably be expected to earn a Bonus for such calendar year in an annual cash performance bonus program amount equal to $400,000 (the “Bonus PlanTarget”). Pursuant , provided that if Executive is unable to the terms of commence employment by February 23, 2015, the Bonus PlanTarget for 2015 shall be reduced pro rata by the number of days between February 24, each annual Performance 2015 and the date Executive commences employment hereunder. Any Bonus payable to Executive as contemplated by this Section 5(b) shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 100% of Employee’s annual Base Salary in effect on the last day of the applicable calendar year fifty percent (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof50%) in its discretion. For each calendar year, the Board cash and fifty percent (or a designated committee thereof50%) will determine and establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation shares of the Company’s unaudited financial statements restricted stock, with such shares to be valued for such purposes at a price per share equal to the applicable calendar yearMarket Value (as defined in Exhibit A attached hereto) of a share of the Company’s common stock determined as of the date on which the amount of such Bonus is determined by the Compensation Committee (such date, but the “Bonus Grant Date”) and which shares shall vest in no event later than equal portions on the first, second and third year anniversaries of the Bonus Grant Date, subject to Executive then being employed by the Company hereunder or to such other conditions as may apply hereunder. The restricted stock portion of the Bonus is referred to in this Agreement as the “Bonus Award Restricted Stock.” Each award of Bonus Award Restricted Stock shall be subject to an equity compensation plan of the Company and shall be subject to Executive’s execution of a standard Company restricted stock agreement consistent with the terms of this subsection. The Company shall pay the cash portion of any Bonus to Executive on or before March 15 15th of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5.

Annual Bonus. During In addition to the TermBase Salary, Employee will be eligible to receive an annual target cash incentive bonus from the Company (the “Bonus”) in respect of the achievement of certain milestones and objectives for the performance of the Company and the Employee, which are expected for 2015 to be based 80% on the Company’s achievement of its annual target EBITDA and 20% on the Employee’s achievement of individual performance goals, each as recommended annually by Signature’s Chief Executive Officer, determined by the Compensation Committee of the Board of Directors of Signature (the “Compensation Committee”), and approved by Signature’s Board of Directors (the “Signature Board”). The target Bonus amount shall be sixty-five percent (65%) of the Employee’s then-current Base Salary (the “Target Bonus”). For 2015, the Target Bonus will be payable for achievement of 100% of the Company’s annual target EBITDA and full achievement of the Employee’s individual performance milestones, as recommended by the Compensation Committee and approved by the Signature Board. In the event that the 2015 annual EBITDA exceeds a threshold level of the 2015 annual target EBITDA below 100%, then Employee shall be eligible to receive an annual performance bonus payment (a “Performance Bonus”) for each calendar year pursuant to an annual cash performance bonus program (the “Bonus Plan”). Pursuant to the terms portion of the Target Bonus Planas recommended by the Compensation Committee and approved by the Company’s Board, each and if the 2015 annual Performance Bonus EBITDA exceeds the 2015 annual target EBITDA, then Employee shall be payable based on eligible to receive a Bonus in excess of the Target Bonus up to a maximum bonus of up to 200% of the Target Bonus, as recommended by the Compensation Committee and approved by the Signature Board, subject to adjustment, as described below, for any other Company performance measure and any individual performance goal. The amount of the Bonus, the achievement of reasonable performance targets established in accordance herewiththe underlying annual EBITDA goal, and for each calendar year Employee’s target Performance Bonus any other Company or individual performance milestone by Employee shall be equal as recommended by the Compensation Committee and approved by the Signature Board. Bonus targets and performance measures after 2015 shall be set annually by the Compensation Committee and approved by the Siganture Board. Signature’s Chief Executive Officer will use reasonable efforts to 100% establish the 2015 target EBITDA and individual performance goals for the Employee within 60 days after the Effective Date. Payment of Employee’s annual Base Salary any Bonus under this Section 3(b) is conditioned upon Employee (i) being employed in effect on the last day good standing as of September 30 of the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar bonus year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) remaining employed with the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage Company as of the target annual performance is achieved, and (iii) such other applicable terms and conditions date of payment of the Bonus. The Bonus Plan necessary paid pursuant to satisfy the requirements this Section 3(b) in respect of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar fiscal year to which such bonus relates and will shall be paid to Employee as soon as administratively feasible on or before March 15, immediately following preparation the close of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar fiscal year following the calendar year with respect to which such Performance Bonus relatesis received. For purposes of clarityEmployee shall be eligible for additional bonuses from time to time, the reference as determined in the preceding sentence to a Performance Bonus being deemed “earned” on the last day sole discretion of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5Signature Board.

Annual Bonus. During the Term, Employee shall be eligible to receive an annual performance for discretionary bonus payment (a “Performance Bonus”) compensation for each complete calendar year pursuant to an annual cash performance bonus program that Employee is employed by the Company hereunder (the “Bonus PlanAnnual Bonus”). Pursuant to the terms of the Bonus Plan, each annual Performance Each Annual Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s have a target Performance Bonus shall be equal to 100value that is not less than 70% of Employee’s annual Base Salary as in effect on the last day of the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such Annual Bonus relates (the “Bonus Year”) and a maximum value equal to 140% of Employee’s Base Salary as in effect on the last day of such Bonus Year. The performance targets that must be achieved in order to be eligible for certain bonus relates levels shall be established by the Board (or a committee thereof) annually, in its sole discretion, and will communicated to Employee within the first ninety (90) days of the applicable Bonus Year. Notwithstanding the foregoing, Employee shall (i) receive a bonus in the amount of 35.0% of Employee’s Base Salary, pro-rated for the portion of the 2017 calendar year that Employee is employed by the Company hereunder (the “2017 Guaranteed Bonus”) and (ii) be eligible to receive a discretionary bonus with a target value that is not less than 35.0% of Employee’s Base Salary and a maximum value equal to 70% of Employee’s Base Salary (the “2017 Performance Bonus”), which 2017 Performance Bonus shall be based on the achievement of performance targets established by the Board (or a committee thereof) related to the Company’s budget and forecast in place sixty (60) days following the Effective Date. Each Annual Bonus (including the 2017 Guaranteed Bonus and 2017 Performance Bonus), if any, shall be paid to Employee as soon as administratively feasible following preparation of after the Company’s unaudited financial statements Board (or a committee thereof) certifies whether the applicable performance targets for the applicable calendar yearBonus Year have been achieved, but in no event later than March 15 of the calendar year following the calendar year end of such Bonus Year. Notwithstanding anything in this Section 3(b) to the contrary, no Annual Bonus (including the 2017 Guaranteed Bonus and 2017 Performance Bonus), if any, nor any portion thereof, shall be payable for any Bonus Year unless Employee remains continuously employed by the Company from the Effective Date through the date on which such Annual Bonus (including the 2017 Guaranteed Bonus and 2017 Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee Bonus) is employed through the last day of the calendar year, except as otherwise provided in Section 5paid.

Annual Bonus. During For each calendar year ending during the TermEmployment Period, Employee Executive shall be eligible have the opportunity to receive an annual performance bonus payment (a “Performance Bonus”) for each calendar year pursuant to an annual cash performance bonus program (the “"Annual Target Bonus Plan”Opportunity"). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewithtarget levels of performance, and for each calendar year Employee’s target Performance Bonus shall be equal to 10080% of Employee’s annual his Base Salary in effect Salary; provided that, so long as Executive is employed on the last day of the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each such calendar year, in no event shall the Board (or a designated committee thereof) will determine annual bonus payable to Executive for each of the Company's 1999 and establish in writing 2000 fiscal years be less than an amount equal to 50% of Executive's Base Salary, regardless of whether any applicable performance criteria have been met. Depending on actual results as measured against the performance objectives established, Executive's actual bonus payment may range from (i) a low of (A) 50% of Executive's Base Salary with respect to the applicable performance targets, Company's 1999 and 2000 fiscal years and (B) zero for subsequent fiscal years to (ii) the percentage a maximum of annualized 120% of Executive's Base Salary for each full fiscal year during the Employment Period. Subject to the guaranteed minimum set forth above, the actual bonus, if any, payable for any such year shall be determined in accordance with the terms of the Company's Executive Officers' Bonus Plan (the "Annual Plan") based upon the performance of the Company and/or Executive against target objectives established under such Annual Plan. The determination of whether and to Employee if some lesser what extent the requisite performance objectives have been met shall be made by the committee responsible for administering the Annual Plan, whose determination shall be final. Subject to Executive's election to defer all or a portion of any annual bonus payable hereunder pursuant to the terms of any deferred compensation or savings plan or arrangement maintained or established by the Company, any annual bonus payable under this Section 3(b) shall be paid to Executive in accordance with the terms of the Annual Plan, provided, however that, regardless of the terms of such Annual Plan, Executive shall have the right to defer payment of up to that portion of his annual bonus which, when coupled with any portion of his Base Salary deferred for the same year of service, does not exceed 50% (or such greater percentage as the Company shall permit) of the target sum of his Base Salary and his annual performance is achievedbonus, and (iii) such other applicable terms and conditions provided, however, that, any portion of Executive's annual bonus which would not be deductible to the Bonus Plan necessary Company pursuant to satisfy the requirements provisions of Section 409A 162(m) of the Internal Revenue Code of 1986, as amended (the “"Code”"), shall be deferred. Except as Unless Executive shall otherwise provided in Section 5elect a different payment date or dates or a different number of payments, any Performance Bonus that Employee becomes entitled portion of Executive's annual bonus and/or Base Salary which is deferred in accordance with this Section 3 (whether at Executive's election or by reason of Section 162(m)) shall be payable to receive (Executive in a single lump sum as soon as practicable following termination of Executive's employment for any reason and shall be credited with interest, on a result of the applicable performance targets ultimately being achieved) will be deemed earned compounded basis, on the last day of each calendar quarter, at 1% above the prime rate (as reported in The Wall Street Journal, Eastern Edition), as in effect on the first day of each such calendar quarter. Any election by Executive to change the timing of the distribution of the deferred amounts and/or the number of payments to be made shall be made in writing in a calendar year prior to which the date payment is to be made, and shall only be effective if Executive completes at least six months' additional service as an employee following the date any such bonus relates and will be paid to Employee as soon as administratively feasible following preparation election is filed with the Secretary of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5.

Annual Bonus. During the Term, Employee shall be eligible to receive an annual performance bonus payment (a “Performance Bonus”) for each calendar year pursuant to an annual cash performance bonus program (the “Bonus Plan”). Pursuant to the terms of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 100120% of Employee’s annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100120% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) and the Employee will mutually determine and will establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through on the last day of the calendar year, except as otherwise provided in Section 5.

Annual Bonus. During (i) The Board’s compensation committee (the Term, Employee “Compensation Committee”) shall be eligible review Executive’s performance at least annually following each calendar year of the Employment Period and cause the Company to receive an annual performance award Executive such bonus payment (a “Performance Bonus”) as the Compensation Committee shall reasonably determine as fairly compensating and rewarding Executive for services rendered to the Company and/or as an incentive for continued service to the Company. Subject to the following sentence of this Section 5(b)(i), the amount of Executive’s Bonus shall be determined in the sole and absolute discretion of the Compensation Committee and shall depend on, among other things, the Company’s achievement of certain performance levels established from time to time by the Compensation Committee (such performance levels, as from time to time established by the Compensation Committee, the “Performance Levels”), which may (in the sole and absolute discretion of the Compensation Committee) include, without limitation, growth of earnings, funds from operations per share of Company stock, earnings per share of Company stock and Executive’s performance and contribution to increasing the funds from operations. It is anticipated that the Performance Levels will be set for each calendar year pursuant to an annual cash performance bonus program (the “Bonus Plan”). Pursuant to the terms of the Employment Period so that Executive can reasonably be expected to earn a Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and for each such calendar year Employee’s target Performance Bonus shall be in an amount equal to 100% of Employee’s annual Base Salary in effect on the last day of the applicable $300,000 for such calendar year (the “Target Performance BonusBonus Target”); provided, provided that the percentage of Employee’s Company shall pay to Executive an annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but 2014 of no less than $300,000 reduced pro rata based on the portion of 2014 during which Executive was not decreased without the Employee’s written consent) employed by the Board Company. Any Bonus payable to Executive as contemplated by this Section 5(b) shall be payable fifty percent (or a designated committee thereof50%) in its discretion. For each calendar year, the Board cash and fifty percent (or a designated committee thereof50%) will determine and establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation shares of the Company’s unaudited financial statements restricted stock, with such shares to be valued for such purposes at a price per share equal to the applicable calendar yearMarket Value (as defined in Exhibit A attached hereto) of a share of the Company’s common stock determined as of the date on which the amount of such Bonus is determined by the Compensation Committee (such date, but the “Bonus Grant Date”) and which shares shall vest in no event later than equal portions on the first, second and third year anniversaries of the Bonus Grant Date, subject to Executive then being employed by the Company hereunder or to such other conditions as may apply hereunder. The restricted stock portion of the Bonus is referred to in this Agreement as the “Bonus Award Restricted Stock.” Each award of Bonus Award Restricted Stock shall be subject to an equity compensation plan of the Company and shall be subject to Executive’s execution of a standard Company restricted stock agreement consistent with the terms of this subsection. The Company shall pay the cash portion of any Bonus to Executive on or before March 15 15th of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5.

Annual Bonus. During the Term, Employee The Executive shall be eligible to receive an annual performance bonus payment (a “Performance Bonus”) for each calendar year pursuant to paid an annual cash performance bonus program (the an “Bonus PlanAnnual Bonus”). Pursuant to the terms ) in respect of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus that ends during the Employment Term, to the extent earned based on performance against objective and reasonably attainable performance criteria. The performance criteria for any particular calendar year shall be determined in good faith by the Committee no later than ninety (90) days after the commencement of such calendar year and, in any event, shall be substantially consistent with the performance criteria applicable to other senior executives of the Company for the applicable year. The Executive’s Annual Bonus for a calendar year shall equal to 100169% of Employee’s annual his Annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Bonus”) for that year if target levels of performance for that year are achieved, with greater or lesser amounts (including zero) paid for performance above and below target (such greater and lesser amounts to be determined by a formula established by the Committee for that year, consistent with past practices, when it establishes the targets and performance criteria for that year); provided, that and with a maximum bonus no greater than 225% of his Annual Base Salary. The Committee shall retain the percentage of Employeediscretionary authority to reduce (but not increase) the Executive’s annual Base Salary that applies for purposes of determining EmployeeAnnual Bonus from the amount determined in the preceding sentence. The Executive’s Target Performance Annual Bonus for a given calendar year may shall be increased above 100% (but not decreased without the Employee’s written consent) determined by the Board (or a designated committee thereof) Committee after the end of the calendar year and shall be paid to the Executive when annual bonuses for that year are paid to other senior executives of the Company generally, but in its discretion. For each no event later than March 15 of the following calendar year, unless the Board (or a designated committee thereof) will determine and establish in writing (i) Executive shall elect to defer the applicable performance targets, (ii) receipt of such Annual Bonus pursuant to an arrangement implemented by the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy Employer that meets the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except In carrying out its functions under this Section 2(b)(ii), the Committee shall at all times act reasonably and in good faith, and shall consult with Executive to the extent appropriate. The Annual Bonus shall be paid in cash, fully vested and freely transferable shares of common stock of FR (“Common Stock”) or a combination thereof, as otherwise determined by the Committee; provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result the percentage of the applicable performance targets ultimately being achieved) will Executive’s Annual Bonus paid in stock shall not be deemed earned on greater than that of other senior executives generally. Notwithstanding anything in the last day of foregoing to the calendar year to which such bonus relates and will contrary, Executive’s Annual Bonus for 2016 shall be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance his Target Bonus relates. For purposes of claritymultiplied by a fraction, the reference in numerator of which shall be the preceding sentence to a Performance Bonus being deemed number of days from and including the Effective Date through and including December 31, 2016, and the denominator of which is 366 (the “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 52016 Proration”).

Annual Bonus. During the Term, Employee shall be eligible to receive an annual performance cash bonus payment (a “Performance "Annual Bonus”) for each calendar year pursuant to "), in accordance with an annual cash performance bonus incentive program (the “Bonus Plan”). Pursuant applicable generally to the terms executive officers of the Bonus Plan, each annual Performance Company or any similar bonus plan adopted by the Board. The target for the Annual Bonus shall be payable based on the sixty percent (60%) of Employee’s Base Salary for 100% achievement of reasonable performance targets established objectives (or such higher amount for any calendar year as may be determined by the Board, from time to time, but in no event shall the Base Salary used to calculate any bonus payment include the grossed-up salary payment that may be paid in accordance herewithwith the Temporary COBRA Reimbursement described in Section 4.2), and for each calendar year shall be payable in full to Employee upon Employee’s target Performance Bonus shall be equal to attainment of one or more performance objectives or benchmarks determined as set forth below. In the event Employee does not achieve 100% of Employee’s benchmarks, Employee shall be entitled to receive a prorated amount of the Annual Bonus in relation to the objectives and benchmarks substantially achieved by Employee. Company, in its sole and unilateral discretion, may elect to pay a greater bonus in any year, based on its assessment of Employee’s individual performance and the Company’s annual Base Salary in effect on financial and operating performance and any other factors the last day Company may deem appropriate. Employee’s benchmarks for each calendar year shall be mutually determined by and between Employee and the Company, acting through its Board or its Chairman, by no later than January 31st of the applicable calendar year (the “Target Performance Bonus”)year; provided, however, that for the percentage balance of the year ending December 31, 2018, Employee’s annual Base Salary that applies benchmarks for purposes of determining Employee’s Target Performance Bonus for a given the 2018 calendar year may shall be increased above 100% (but not decreased without the Employee’s written consent) determined by Employee and the Board (or a designated committee thereof) in its discretionChairman by no later than Friday, August 24, 2018. For each calendar yearThe Annual Bonus, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targetsif any, (ii) the percentage of annualized Base Salary payable to Employee if some lesser under this Section 3.4 shall be paid on or greater percentage before March 15th of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year as to which such Performance Annual Bonus relates; provided, however, that it is not required that Employee be employed by the Company on March 15th of the following year to receive payment of the Annual Bonus due to Employee under this Section. For purposes of clarityRather, the reference Employee shall earn and become fully vested in the preceding sentence to a Performance Bonus being deemed “earned” on Annual Bonus, or any prorated portion thereof, based upon the last day of the calendar year applies to a calendar year for which performance objectives or benchmarks achieved by Employee is employed through the last day of the in any calendar year, except unless Employee’s employment is terminated by the Company for Cause as otherwise provided defined in Section 56.7 (below); provided that for any partial year(s) of employment, Employee shall only be eligible to receive a prorated Annual Bonus subject to the terms and provisions of this Section 3.4.

Annual Bonus. During the Employment Term, Employee shall in addition to the Base Salary, Executive will be eligible to receive an annual performance bonus payment participate in BGGSA’s Annual Incentive Plan (a or such successor plan) (“Performance BonusAIP”) in accordance with its applicable terms and to the extent determined by the Committee in consultation with Executive. Executive’s annual bonus target as of the date of this Agreement is 100% of the Base Salary, with a maximum payout of 240% of Executive’s target bonus opportunity. Any adjustments to Executive’s annual target bonus and maximum payout opportunity shall be made in accordance with the Annual Incentive Plan by the Committee in its sole discretion. The annual bonus target is not a promise, right or entitlement to receive or pay any bonus or a bonus of a certain amount of fixed compensation. Rather, Executive will have an opportunity to earn a percentage of the annual bonus target based on the Bunge Group’s performance, as determined by the Committee in its discretion. Actual payments will be determined based on goals achieved against the applicable performance goals established by the Committee, in its discretion, for each calendar year pursuant to an the performance period. Accordingly, Executive’s actual bonus may range from 0% - 240% of the annual cash performance bonus program (target, as determined by the “Bonus Plan”)Committee in its sole discretion. Pursuant to The annual bonus will be paid in accordance with the terms of the AIP, except as otherwise set forth herein. Notwithstanding anything to the contrary in this Agreement (but only to the extent not already covered by the Accrued Pro-Rata Bonus PlanAmount described in Section 2(a) above), each annual Performance Bonus shall be payable based on in the achievement event that a Termination Notice is delivered stating that Executive’s employment with the Company will terminate without Cause or for Good Reason, or by reason of reasonable performance targets established Executive’s death or Disability (as such term is defined in the AIP) in accordance herewithwith the AIP, and for each calendar year Employee’s target Performance Bonus shall Executive (or his estate, as applicable) will be equal entitled to 100% receive a pro-rata portion of Employee’s the annual Base Salary bonus under the AIP (or other annual incentive plan or program as may be in effect on at such time) that Executive would have been entitled to receive for the last day then-applicable performance period in which the Executive ceases to perform Continued Services to the Company had Executive performed Continued Services to the Company as an employee for the entire performance period, with such amount to be pro-rated for the portion of the applicable calendar year performance period through the date on which the Executive no longer performs Continued Services to the Company (or, in the case of death, through the date of Executive’s death) and paid at the time bonuses under the AIP are paid to the Company’s executives generally (the “Target Performance Pro-Rata Bonus”); provided, however, that such Pro-Rata Bonus shall only be paid to the percentage extent it has not otherwise been paid to Executive pursuant to Section 2(b) above (and for the sake of Employee’s annual Base Salary that applies for purposes clarity, in no event will any Pro-Rata Bonus be payable or paid to Executive if it results in a duplication of determining Employee’s Target Performance a Pro-Rata Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretionsame time period). For each calendar yearthe avoidance of doubt, the Board (or a designated committee thereof) will determine and establish in writing (i) any annual bonus earned for previously completed performance periods that have ended prior to the applicable performance targets, (ii) year in which Executive ceases to perform Continued Services to the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) Company will be deemed earned on the last day of the calendar year to which such bonus relates constitute an accrued obligation and will be paid to Employee as soon as administratively feasible following preparation at its regularly scheduled payment timing, and (ii) no Pro-Rata Bonus will accrue or be payable in the event that Executive’s employment is terminated by the Company for Cause or by Executive without Good Reason. For the avoidance of doubt, in all cases, the Company’s unaudited financial statements for the applicable calendar year, but in Pro-Rata Bonus will be paid no event later than March 15 15th of the calendar year following the calendar year to which such Performance Bonus bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5.

Annual Bonus. During From and after the TermEffective Time, Employee shall be eligible to receive an annual performance bonus payment (a “Performance Bonus”) for each calendar year pursuant to during the Term, Executive shall be eligible for an annual cash performance incentive bonus program (the “Bonus PlanIncentive Bonus”). Pursuant to ) in the terms target amount of the Bonus Plan, each annual Performance Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 100no less than [___]% of EmployeeExecutive’s annual Base Salary in effect on the last day as of the applicable March 1 of such calendar year (the “Target Performance BonusBonus Target”); provided, that based upon the percentage achievement of Employee’s annual Base Salary that applies the Successor Company, Bank and/or Executive performance goals, criteria, and/or targets for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each such calendar year, as determined by the Board (or a designated committee thereof) will determine Successor Company Board. With respect to the calendar year in which the Effective Time occurs, for the portion of such calendar year that follows and establish in writing (i) includes the applicable performance targetsEffective Time, (ii) the percentage of annualized Incentive Bonus for such period shall be determined based on the Base Salary payable set forth in Section 3(a) of this Agreement and shall be equal to Employee if some lesser or greater percentage the Bonus Target prorated for such portion of the target annual calendar year following the Effective Time. Nothing in this Section 3(c)(i), nor anything else in this Agreement, entitles or shall be interpreted to entitle Executive to any guaranteed minimum Incentive Bonus at any time during the Term and, unless otherwise provided in Section 5(a) or Section 5(b), Executive’s receipt of an Incentive Bonus is expressly contingent upon Executive being actively employed by the Bank through the date that any such Incentive Bonus is actually paid to Executive. All determinations with respect to any Incentive Bonus, including whether applicable Successor Company, Bank and/or Executive performance is achievedgoals, criteria, and/or targets have been met, shall be made by the Successor Company Board in its sole and reasonable discretion, and (iii) such other applicable terms shall be final, conclusive, and conditions of the Bonus Plan necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)binding on all parties. Except as otherwise provided in Section 5herein, any Performance Bonus that Employee becomes entitled to receive (as a result of Executive must be employed with the applicable performance targets ultimately being achieved) will be deemed earned Bank on the last day December 31 of the calendar year to which the Incentive Bonus relates to be eligible to receive such bonus relates and will Incentive Bonus. Any Incentive Bonus earned shall be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but payable in cash no event later than March 15 of the calendar year following the calendar year to in which such Performance Bonus relates. For purposes the bonus is earned in accordance with the Bank’s normal practices for the payment of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5annual short-term incentives.

Annual Bonus. During the TermEmployment Period, Employee the Executive shall be eligible to receive paid an annual performance cash bonus payment (a “Performance Annual Bonus”) with a target level of 100% of Annual Base Salary (the “Target Bonus”) and a maximum level of 200% of Annual Base Salary. The applicable corporate and individual performance targets shall be determined by the Compensation Committee of the Board (the “Compensation Committee”), after consultation with the Executive, within the first 90 days of each calendar year. The actual Annual Bonus for each calendar year pursuant to an annual cash shall be determined in good faith by the Compensation Committee based upon actual corporate and individual performance bonus program (for such year and shall be payable in accordance with the “Bonus Plan”). Pursuant to procedures specified by the terms of Compensation Committee; provided that the Bonus Plan, each annual Performance Annual Bonus shall be payable based on the achievement of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 100% of Employee’s annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the following year. To the extent the Annual Bonus would exceed 100 percent of Annual Base Salary, the Compensation Committee may in its discretion pay such excess in the form of fully vested equity compensation awards under Section 2(b)(iv) (which may be subject to other conditions that the Compensation Committee may determine). Notwithstanding the foregoing or anything contained in this Agreement to the contrary, Executive shall receive a guaranteed minimum Annual Bonus for 2008 and 2009 which is equal to at least 100% of Executive’s Annual Base Salary. Further, notwithstanding the foregoing or anything else contained in this Agreement to the contrary, should the Company fail to pay the Executive an Annual Bonus at the target level for calendar year following years 2008, 2009 and 2010, such failure may be deemed to be a termination of Executive’s employment but only upon notice to Executive of such termination, which shall entitle him to receive the calendar year to benefits set forth in Section 4(d) hereof, except that if such failure occurs after a Change in Control (which such Performance Bonus relates. For for purposes of clarity, the reference this Agreement shall mean a “Corporate Transaction” as defined in the preceding sentence to a Performance Bonus being deemed “earned” 2007 SIP (as defined below) as in effect on the last day date hereof) such failure may be deemed to be a termination of Executive’s employment but only upon notice to Executive of such termination, which termination shall entitle him to receive the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided benefits set forth in Section 54(f) of this Agreement.

Annual Bonus. During At the Termend of each calendar year during the Employment Period, Employee Executive shall be eligible to receive an annual cash bonus in a target amount of seventy-five percent (75%) of Executive’s Base Salary (“Target Bonus”), or such higher amount as determined in the sole discretion of the Chief Executive Officer, up to 112.5% of Executive’s Base salary. Each calendar year during the term of this Agreement, at the sole discretion of the Chief Executive Officer, the Chief Executive Officer will propose to the Compensation Committee of the Board of Directors of the Company an executive incentive plan (“EIP”) that establishes the bases upon which bonus decisions for such Executive are to be made for that year. Such bases may include, without limitation, the achievement of performance criteria/goals relating to Executive, the various job duties of Executive, and/or the performance of the Company as a whole, as such criteria and goals are determined each year in good faith by the Chief Executive Officer. In the event that the Compensation Committee approves an EIP proposed by the Chief Executive Officer, such EIP shall be the basis upon which any bonus payment is awarded to Executive for that year. In addition, beginning with 2016, for any year coincident with the determination by the Compensation Committee of the performance criteria for each such year, the Compensation Committee may adjust upward, only in respect of that year, the Target Bonus applicable thereto. The actual amount of the bonus payable hereunder (a the “Performance Annual Bonus”) for each calendar shall be paid to Executive by no later than March 15 of the year pursuant following the year to an annual cash performance bonus program (which it relates, so long as Employee is actively employed by the “Bonus Plan”). Pursuant Company and has not provided a notice of resignation to the terms Company or received a notice of termination for Cause from the Bonus PlanCompany, in each annual Performance Bonus shall be payable based on the achievement case as of reasonable performance targets established in accordance herewith, and for each calendar year Employee’s target Performance Bonus shall be equal to 100% of Employee’s annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such the bonus relates relates. Executive shall not be eligible for pro-rata bonuses (i) in the event that this Agreement is terminated by the Company without cause pursuant to Section 6(c) below, (ii) in the event Executive decides not to renew this Agreement and will provides the notice described in Section 2 above, or (iii) as otherwise so provided in this Agreement. Moreover, it is agreed by the parties that, with respect to calendar year 2016, Executive shall be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements eligible for the applicable calendar year, but in no event later full Target Bonus for such year rather than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5prorated bonus.

Annual Bonus. During (i) The Compensation Committee of the Term, Employee Board (the “Compensation Committee”) shall be eligible review Executive’s performance with the Chief Executive Officer at least annually following each calendar year of the Employment Period and cause the Company to receive award Executive an annual performance bonus payment (a “Performance Bonus”) in such amount as the Compensation Committee shall reasonably determine as fairly compensating and rewarding Executive for services rendered to the Company and/or as an incentive for continued service to the Company. Subject to the immediately following sentence of this Section 5(b)(i), the amount of Executive’s Bonus shall be determined in the sole and absolute discretion of the Compensation Committee and shall depend on, among other things, the Company’s achievement of certain performance levels established from time to time by the Compensation Committee (such performance levels, as from time to time established by the Compensation Committee, the “Performance Levels”), which may (in the sole and absolute discretion of the Compensation Committee) include, without limitation, growth of earnings, funds from operations per share of Company stock, earnings per share of Company stock and Executive’s performance and contribution to increasing the funds from operations, as well as such individual goals for Executive as the Compensation Committee may deem appropriate. It is anticipated that the Performance Levels will be set for each calendar year pursuant to an annual cash performance bonus program (the “Bonus Plan”). Pursuant to the terms of the Employment Period so that Executive can reasonably be expected to earn a Bonus Plan, each annual Performance for such calendar year in an amount equal to one hundred percent (100%) of the Base Salary of Executive for such calendar year. Any Bonus payable to Executive as contemplated by this Section 5(b) shall be payable based on the achievement of reasonable performance targets established 50% in accordance herewith, cash and for each calendar year Employee’s target Performance Bonus shall be equal to 10050% of Employee’s annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the percentage of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation shares of the Company’s unaudited financial statements restricted stock, with such shares to be valued for such purposes at a price per share equal to the applicable calendar yearMarket Value (as hereinafter defined) of a share of the Company’s common stock determined as of the date on which the amount of such Bonus is determined by the Compensation Committee (such date, but the “Grant Date”) and which shares shall vest in no event later than equal portions on the first, second and third year anniversaries of the Grant Date, subject to Executive then being employment by the Company hereunder or to such other conditions as may apply hereunder. Notwithstanding anything to the contrary set forth above, any resulting fractional share shall be paid in cash. The Company shall pay any Bonus to Executive on or before March 15 15th of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5.

Annual Bonus. During The Company shall pay to the TermExecutive as an annual bonus (the "Annual Bonus") with respect to each fiscal year ending during the Employment Term beginning with fiscal year 2000, Employee an amount which is a percentage of the sum of the Executive's then current Base Salary and Additional Compensation, which percentage is calculated by multiplying two times the percentage increase in the Company's EPS (as hereinafter defined) for the bonus year over the greater of the EPS for the prior year and the Company's Base EPS (as hereinafter defined) for such bonus year; provided, however, that no bonus shall be eligible paid with respect to receive an annual performance bonus payment any fiscal year when such percentage increase is not at least 15%. The Annual Bonus for any given year shall be paid to the Executive no later than the thirty-first day of March, in the year following the year in which such Annual Bonus is earned, or such other date in accordance with the Company's practice for other senior executives. The Company's Earnings Per Share (a “Performance Bonus”"EPS") for any fiscal year shall be the Earnings Per Share, as reflected in the Company's audited Consolidated Statement of Operations prepared in accordance with generally accepted accounting principals for such fiscal year; provided, however, that the Compensation Committee (the "Compensation Committee") of the Board shall determine whether extraordinary items shall be included or excluded in the calculation of EPS for purposes of this Agreement in any given year. The Company's Base Earnings Per Share (the "Base EPS") shall equal (i) for the year 2000, the EPS for 1999 and (ii) for each calendar subsequent year, 110% of the Base EPS for the immediately preceding fiscal year. Notwithstanding the foregoing, the Executive shall have no right to receive any bonus payment in excess of two times the sum of the Executive's then current Base Salary and Additional Compensation, unless such bonus payment is first approved by the Compensation Committee, in its sole discretion. If the exclusion or inclusion of extraordinary items in determining EPS affects the amount of the Executive's bonus for any given year, or the Compensation Committee does not approve a bonus in excess of two times the sum of the Executive's current Base Salary and Additional Compensation, the bonus formula for calculating an increase in EPS in determining the Executive's bonus the following year pursuant to will reflect an annual cash performance bonus program (adjustment from EPS in the “Bonus Plan”). Pursuant prior year to the terms amount of EPS that would have resulted in the Bonus Planbonus actually paid to the Executive for such year. Notwithstanding any provision contained herein to the contrary, each annual Performance the Executive's 1999 Annual Bonus shall be payable based on the achievement of reasonable performance targets established determined in accordance herewithwith the Company's Management Incentive Program as in effect immediately prior to the Effective Date, and for each calendar year Employee’s target Performance Bonus the payment of such bonus shall not be equal to 100% of Employee’s annual Base Salary in effect on the last day of the applicable calendar year (the “Target Performance Bonus”); provided, that the percentage of Employee’s annual Base Salary that applies for purposes of determining Employee’s Target Performance Bonus for a given year may be increased above 100% (but not decreased without the Employee’s written consent) adversely affected by the Board (or a designated committee thereof) in its discretion. For each calendar year, the Board (or a designated committee thereof) will determine and establish in writing (i) the applicable performance targets, (ii) the percentage provisions of annualized Base Salary payable to Employee if some lesser or greater percentage of the target annual performance is achieved, and (iii) such other applicable terms and conditions of the Bonus Plan necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5, any Performance Bonus that Employee becomes entitled to receive (as a result of the applicable performance targets ultimately being achieved) will be deemed earned on the last day of the calendar year to which such bonus relates and will be paid to Employee as soon as administratively feasible following preparation of the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to which such Performance Bonus relates. For purposes of clarity, the reference in the preceding sentence to a Performance Bonus being deemed “earned” on the last day of the calendar year applies to a calendar year for which Employee is employed through the last day of the calendar year, except as otherwise provided in Section 5this Agreement.